Ben 10 Reloaded (Reboot)
by SpikedTankedmaster300
Summary: SUMMARY IS IN STORY READ AND REVIEW Rated M for language
1. Chapter 1

**How's it going fans!? Here's the Ben 10 Reloaded reboot, as I have been feeling the story could've been done better shout out to Omarnosian10 for helping me.**

**Ben has been getting on Kevin's last nerve with his bragging so he finally decides to do something about it, so he calls an old 'friend' but when said 'friend' is paid by someone else to take him down, Ben begins changing. But who is this mysterious bounty hunter and what's his goals? Ben x Julie x Harem, OC x Charmcaster x Harem.**

Kevin rode in his car as he needed to take a break from Ben's constant bragging.

Kevin then looks down and sees his phone ring seeing Gwen was calling.

He pressed a button on his car after answering

"Hey, Gwen." He said as he's using the Bluetooth to answer so he could focus on the road.

"Hey, where are you at? She said.

"Taking a relaxing drive."

"Ben getting to you again?" Said Gwen.

"There's only so much bragging a guy can take, Gwen. I swear if I heard him talk about how he stopped the Highbreed and Vilgax one more time I was going to snap." Said Kevin.

"Yeah, he has been getting pretty full of himself lately." Said Gwen.

"When is he ever not!? I swear the kid has the ego the size of the universe." Said Kevin.

"True."

"Hey Gwen, I'm coming up to a tunnel, about to lose you. I'll call later, bye." Said Kevin.

"Okay, love you," said Gwen,

"Love you," said Kevin as they hung up.

Only Kevin was lying, he was on the open road not approaching a tunnel.

Kevin turned down a old dirt road entering a broken down town,

He stopped in a old lot and looked at a man who was dressed like a cowboy as he sat in a chair with his legs on a table with his hat covering his face.

Kevin whistled waking him up as we see he has three eyes (like Tien from Dbz)

The man pulled a metal lever as the lot began sinking in the ground showing a metal elevator platform

Kevin was brought to a underground town of aliens as he drives his car into a actual lot this time. He clicks the button on his keys the horn beeps as it's locked.

"Yo, Kevin, Citruesus berry coming your way!" Said a squid like alien as he wore a apron and threw a fruit looking like a orange but the size of a dinner plate.

"Thanks, Mr. T." Said Kevin taking a bite.

He eventually finds a what looks like a bar as he finishes the fruit throwing the core away in the trash.

Kevin then walks in with nobody really caring as some gave him a greeting or a high five.

"See the place hasn't changed a bit Mama Jo." Said Kevin taking a seat.

A large green alien that was built like four arms but had a big belly, she didn't have four eyes so she wasn't a Tetramand. She wore a large black dress over a apron as she was shaking two cups that would make someone think she was making milkshakes, or doing what bartenders do.

"Kevin! Ooh, look at you I bet you have to keep the ladies off with a stick, come give Mama a hug." Said Mama Jo after she slid the two drinks across the bar table to two aliens as they slid into their hands.

As she got out from behind the bar we see she actually had six arms as Kevin smiles and the two hug.

"Man have you grown, I still remember the first time you walked through them doors, watch you need? Hear for one of my burgers? How you been?" Said the alien as she walked back behind the bar.

"I've been fine, got a girlfriend, you'd like her. But I need to use the galaxy phone. Need to make a call." Said Kevin.

"The galaxy phone, can't you use your fancy shmancy car to do that?"

"I haven't gotten it upgraded to make calls that far, your phone is the only thing that can make calls across the galaxy." Said Kevin.

"Alright, I moved it to the back, got tired of walking into it. I'm coming, don't get your tentacles in a bunch." Said Mama Jo as another Alien of the bar was calling for her to make a order.

"Thanks." Said Kevin as he walked to the back past the bathrooms and found a large phone that was like a common phone box seen in some places but was alien like.

Kevin typed the number of who he was calling,

"Please don't keep me waiting."

In an unknown location, we find a teenage looking figure behind held upside down wearing a suit, picture Iron Spider but take away the spider legs and spider on the chest. Replace the red and blue with Gold and Silver and add in a trench coat somewhat like Ben's jacket but longer and differently colored and instead of a 10 there replace it with a infinity symbol.

The hanging teen looked down and looked at a Tetramand who was dressed like a gang lord with a group of them looking up at him.

"Did you really think you could just steal from IronHand and not pay the price?" Said the gang lord as it showed his hands weren't real they were metallic showing they were prosthetics

"I would've paid you back but I left my wallet in my other suit, do you take checks or IOU's?" Joked the suit wearing teen.

Some of the gang lord's henchmen chuckled

I've heard of you shiny, you're a bounty hunter, when it comes to men like me you take all of our money before killing us, so tell me who put a hit down on me? Wasn't one of my boys was it?" Said Ironhand as the kid was lowered till they were face to face.

"Ever heard of confidentiality agreements, stank breath?"

Ironhand laughed as he took a breath as he put his large cigar in his mouth before breathing the smoke in his face.

"Kid..."

"You can call me Z." Said the teenager  
"Well Z I..." Ironhand was interrupted as someone's phone was going off.

He then turned to his crew glaring as they were looking around for it,

"Oh wait that's mine." Said Z as he wiggled and it dropped to the floor.

Z's phone looked like a iPhone but bigger.

"You gonna let me get that?" Said Z.

Ironhand looked at him before looking at one of his men who was just wearing black pants and nodded to him as the henchman picked the phone up and answered it but held the phone to Z's ear.

"Hello?"

"Hey, Z." Said Kevin.

"Hey, hey, Kevster! How's it going?" Said Z

"Could be better, I'm in the middle of something. Right now just letting this metal handed weirdo with gold teeth talk." Said Z. Ironhand looked at his crew before looking back at him.

"Hey uh, I'm cashing in on one of my favors." Said Kevin.

"Sure, what do you need? Dating tips? Some crime boss on your tail?" Said Z.

"... it's Ben." Said Kevin.

"... Let me call you back." Said Z as he ended the call pressing the button with his ear.

Z looked at the gang lord before his eyes shined.

Seconds later the phone rang again as Kevin grabbed it.

"Now... what's wrong with Ben?" Said Z

He was free and all around him was blood as the gang was torn to shreds. All of them.

"It's his freaking ego, ever since he took down the invasion and took down Vilgax he's been arrogant on a whole other level." Said Kevin.

"Uh-huh. Look Kevin I'll call you later, I got a client coming in, but I'll think about it." Said Z.

"Be sure you do!" Said Kevin before hanging up,

Z looked ahead of him as two armored hands were clapping walked out of the shadows, showing Vulkanus (Alien force version)

"The illustrious Z, the unstoppable bounty hunter." Said Vulkanus.

"Ah, Vulkanus I've heard of you." Said Z

"Yes, and I am in need of your amazing capabilities." Said Vulkcanus,

"Really? My service doesn't come cheap. Why do you think only rich people can afford my service?" Said Z.

Vulkcanus snapped his fingers as two of his miner minions walked forward holding a chest.

They placed it in front of the golden bounty hunter, then ran away.

Z kicks it open showing it filled with Taydenite.

The gold guy chuckles as he kneels to it and gathers some in his hands before letting it drop back inside of it.

"That looks to be enough! Now, who's my target?" Said Z.

Vulcanus held a flat sphere object, clicked it and it showed a hologram of Ben.

"Ben Tennyson." Said Vulcanus.

Behind Z's helmet he smirked as he chuckled.

"I'll take the job." Said Z

Back on Earth.

We see Kevin back on the road finish a rather large cheeseburger.

"Man, Mama still knows how to make a delicious burger." Said Kevin.

His phone rang again,

He answered.

"Hey Gwen, I'm on my way back, stopped at a diner. Sorry I didn't get you anything but I didn't think you'd like anything from there." Said Kevin.

"It's alright, are you close? It's about time for patrol." Said Gwen.

"Yeah, I'm arriving back in town, now."

"Why were you out of Bellwood?" She asked.

"I told you I was taking a relaxing drive." Said Kevin.

"Alright, well come and get me, we have to pick Ben up from Julie's." Said Gwen.

Before Kevin could make a joke about Ben being over at his girlfriend, Julie Yamamoto, at this hour Gwen hung up.

Kevin sighed as he remembered what they were going to do, rumor has it Vulkanus was back and was mining near town.

"I can just hear the bragging now." Said Kevin as he entered Bellwood

With Ben we find him and Julie sitting on the couch watching a movie, eating popcorn as he had his arm around her.

"Thanks for spending time with me, Ben." Said Julie,

"Yeah, I think- sorry almost forgot, promised not to brag around you. But really I needed some time off." Said Ben.

"Thank you, but didn't you have to help Gwen and Kevin with Vulkanus?" Said Julie remembering that he had told her about it last week.

Ben's eyes widened before slumping and groans.

"I forgot." He said.

Julie giggled always finding these moments kinda cute.  
"It's okay Ben." Said Julie,

"No, I promised I'd spend some time with you. Lately I've been thinking that we don't spend enough time together, not that I'm having a problem with your tennis carrier but I wish that I didn't have to go hero like every day of the week." Said Ben.

Julie smiled.

"And that's sweet but the world needs Ben Tennyson." Said Julie.

"So do you." Said Ben.

The two smiled as they leaned in closer

HONK, HONK!

The two separated as Kevin's car horn interrupted them.

Ben sighed as he got up.

"Well that's my ride." Said Ben.

Julie nodded as she kissed his cheek as he grabbed his jacket.

"Love you." Said Ben.

"Love you to." Said Julie as Ben went out the door and she watched him enter Kevin's car as Gwen was in the front seat.

Kevin noticed his face.

"Did we come at a bad time?" Said Kevin.

"Little bit yeah." Said Ben.

Kevin drove off.

"Be careful, Ben." Said Julie.

Ship, Ship?

Julie looked down to see Ship, her pet Galvanic Mechamorph rubbing himself against her leg as she picks him up and goes back in her house closing the door,

"Sorry for interrupting your movie night but you said you were going to help us with Vulkanus." Said Gwen.

"Can we just get there and kick his ass? Like we always do." Said Ben.

"Hey, now you're talking my language!" Said Kevin.

"Ben!" Said Gwen.

"What I can cuss, you've cursed before too!"

"Nevermind, according to the info I got from Argent, big V is in a mine getting rare earth materials and gems, you know rubies, sapphires, emeralds, gold, silver etc." said Kevin.

"Why is he taking that stuff? And why does it concern us?" Said Ben.

"Because according to Argent, Vulkanus, has discovered a large Taydenite supply, and when I say big I mean way big sized. Who knows what he'd do with all the money he'd get selling or whatever he'd buy using them." Said Kevin.

"Why are we trusting anything Argent says? He'd sell his own mother for enough money." Said Gwen.

"Because Argent is the person to go to for information, he knows all dirty deals, weapons sales and things that go on, give him the right stuff he'll sing like a canary." Said Kevin.

Kevin stopped the car outside the mine and they all got out.

"Come on let's get this over with." Said Ben.

"Would it kill you to take this seriously?" Said Gwen.

"Hey after the -"

"No! I am not hearing you brag about the highbreed and Vilgax again!" Said Kevin taking off the ID mask he wears to hide the mutation he went through when Ben and him tried hacking the Omnitrix.

"Okay, geez." Said Ben as they went in.

"Okay, Argent told me that the Taydenite is at the bottom. Ben what are you doing?" Said Kevin as Ben was looking at the various gems of the mine,

"Huh, uh nothing." Said Ben.

Gwen gave him the look.

"Okay, just thinking Julie would like some jewelry." Said Ben as he caught up to them.

"It's nice that you've been spending extra time with Julie." Said Gwen.

"Yeah, when you're not with us you're always with her nowadays." Said Kevin.

"Well, I've been feeling like we never spend time together anymore, it's always hero time and not boyfriend/girlfriend time. So I've been making it up to Julie." Said Ben.

"Has she been giving you lip for all that bragging?" Said Kevin.

"Yeah, it took a good hit to make me stop bragging around her." Said Ben.

"Glad you learned that by yourself." Said Gwen.

"No she really hit me. Actually slapped me, truthfully I kinda needed it." Said Ben.

"Ha and ouch!" Said Kevin.

The trio moved further into the mine before stopping.

The mine went down further and was bigger than they thought.

They couldn't see the bottom but there were elevators that went to levels of the mine that had tunnels going all over, all having those alien miners Vulkanus always uses.

"Wow." Said Ben.

"Question, how are we supposed to find Vulkanus in all of this, and with all of those things around?" Said Kevin.

Suddenly a horn went off and the miners quit working as they all went to the elevators and went down.

"Must be lunch time." Said Ben

That made things easier as they floated down on a platform made by Gwen.

"You weren't kidding when you said it was Waybig sized this thing keeps going down it's like the size of two Waybigs." Said Ben

They eventually reached the bottom and found it had just one tunnel.

They walked through before finding it opens up into a ginormous dome like shape.

There was bridges and walkways linking to tunnels

"Keep them coming, boys! Once we fill five more barrels we'll call lunch."

The trio looked up and saw Vulkanus coming down on a platform wearing a new suit that looked like his other one but was bigger and bulkier.

Beside him was someone Kevin noticed immediately as he tackled Gwen and Ben down to cover.

"Ow!" Said Ben as whispered.

"Shut up, that's Z! He also goes by the Omni Killer. He's the universe's most dangerous bounty hunter, he only works for the people who can afford it. According to rumors, he may be an Anodite or a shapeshifter or both." Said Kevin.

"Well now we know what he used some of his money for." Said Ben.

"Wait how do you know that?" Said Gwen.

"We met once, back in the old days. Somebody paid him to capture me but when he brought me to him the guy ordered him to kill me, Z said killing cost extra and the guy turned on him. Long story short, only two people walked away from the ordeal." Said Kevin.

"Damn." Said Ben.

"Come on you mining grunts! The more you get the more I get paid!" Said Z as his hand glowed gold as it whipped his hand making a actual mana whip like Gwen does, making it crack.

"Ha, ha! I like you kid! We should do business more!" Said Vulkanus.

"Keep paying me and we will, but don't expect it. I tend to not do multiple jobs just one contract is enough for the main man, speaking of which..." said Z before his eyes glowed and fired silver beams at the rock Ben, Gwen and Kevin were hiding behind.

"Uh oh." Said Kevin.

"Oh, Ben Tennyson, the man of the hour, or is it boy of the hour? You're not a man yet." Said Vulkanus.

"It's definitely Kid if the rumors are true about how he acts." Said Z.

"You've been waiting for me?" Said Ben.

"Yes, you didn't think Argent would easily just give that information of my whereabouts, just like that? I let him tell you." Said Vulkanus,

"Should've known." Said Gwen.

"Hey I don't make fun of your friends so kindly back off!" Said Kevin.

"Kevster! Man what's happened to you? You look like you've gotten ugly again. Then again you weren't much of a looker." Said Z.

Kevin growled but knew better than to attack seeing him in action as Gwen gave him 'the look'

"Ben Tennyson meet your opponent, the most dangerous man ever, Z: the Omni Killer!" Said Vulkanus as his miners gave a cheer as Z put his arms in the air,

"The main man's contract is for you to be crushed Benjamin. So are you ready for a asskicking?" Said Z...

"Do you not know who I am?" Said Ben.

"No and the main man don't care. Yo, Hunter, bring daddy his scoreboard!"

Kevin yelped and jumped back as he remembered that dog, it was the alien that took him down when he and Z met the first time.

A canine like alien (Zed's species but bigger and slightly bulkier) came in holding a pad.

They noticed it's collar looked like a omnitrix but was black and red and the omnitrix symbol didn't look like Ben's it looked like the teeth of a predator open just waiting to chomp something.

"Good boy. Now look at my combat history." Said Z as a hologram showed a T chart, his name was on the left and on the right it said Opponents. His side had all the tally marks.

"Ive won 999 times, boy, I never lose! You're making it an even thousand." Said Z as Hunter ran off into the tunnels.

"Yeah well, apparently you've never heard of the omnitrix before. It allows me to turn into millions of aliens. I have gone up against Vilgax the conqueror of 10 worlds and stopped the highbreed invasion... HEY!" Said Ben as Z wasn't paying attention to him but was conversing with Vulkanus.

The two turned back to them.

"Sorry, were you saying something?" Said Z.

Kevin chuckled as Ben growled

"I said it's hero time!"

Ben charged forward activating the Omnitrix and changed.

"Jetray !"

The Aerophibian charged forward kicking the dirt up before leaping right at them.

From his way of motion it seemed he was going to attack Vulkanus first.

Jetray groaned as he was struck in the chest by Z as the force made rings in the air between them as he was sent back to the ground.

"Nobody hurts the main man's clients when the main man is around." Said Z as he leapt off the platform and landed a few yards in front of Jetray.

"Okay so you can throw a mean punch, but let's see how you do against this!" Said Jetray as he fired at Z who stopped the two beams with his hands, one for each blast.

But on the third he had his hands in front of him and over each other, the beam bounced down to his right hand which then bounced back at Jetray knocking him down.

"Ooh, let's see what the viewers are saying about this!" Said Z grabbing his pad again.

Jetray noticed helicopter camera drones were hovering around,

"This is being televised?" Said Jetray

"Of course. I always televise my battles, how do you think I got famous? And wow the comments are blasting!" Said Z.

"So the entire galaxy is going to watch you get your butt handed to you." Said Jetray

"Oh various Earthlings as well, I've hijacked various satellites and this is also being televised." Said Z.

He was telling the truth as Julie got the feed on her TV.

As did Ben's parents, friends and even plumbers headquarters.

Gwen's parents and even Kevin's got the feed as well. It seemed like everyone that knew Ben's secret along with Gwen's and Kevin's was getting it.

"How are we getting this? What's going on?" Said Max Tennyson, Ben and Gwen's grandfather, as he looked at the screen at Plumber's HQ.

"We don't know, Magister Tennyson. He's hacked all the frequencies we use and has sent the same to various spots on Earth, none that would reveal your grandson's secret to the world, which is strange." Said a worker who looked like Ripjaws but was green and kinda oldish looking.

Max looks back at the screen in thought

"So you can take Jetray, but I have tons of different aliens to use with the Omnitrix. The one and only most power weapon in the universe. You can't take them all on, ha!" Said Jetray,

Z began laughing as everyone even Vulkanus was confused.

"Oh I needed that one, kid. But are you so certain that only you possess one of them fancy watches?"

Everyone was shocked as even Azmuth got the transmission on Galvin Prime as Z's right arm, after retracting the armor, showed something everyone thought impossible

It was... another Omnitrix!

But the difference was color as what was green was gold, and the black was silver. And it was larger taking up some of his wrist. (Think Ultimatrix mixed with Omniverse version of the Omnitrix.)

"Behold my Ultratrix, forged directly, like my armor, using Precursor technology." Said Z.

"WHAT?!" Said Kevin.

"What are the precursors?" Said Gwen.

"A race that's said to have lived before our universe was created. They are a group of somewhat pacifist aliens, they don't like to fight but aren't afraid to fight back. My ship was destroyed by a lowlife and they saved me, I learned how to use their technology and made my own Omnitrix and one for my dog, that one I called the Predatrix. I also used their tech to make my armor." Said Z

"Whatever it's just a knockoff." Said Jetray

"The difference between ours is my Ultratrix is outfitted with tons of modifications among other things." Said Z as he presses the device after he rolled the armor back down as the dial popped up after its cover moved off.

He then gently pressed it down.

Everyone covered their eyes as Jetray looked as Z became...

A Chromastone! Or a Crystalsapien!

"Goldstone!" Announced the new alien.

Jetray stood and immediately noticed the difference in appearance and size. He barely reached the guy's chest for crying out loud! (Chromastone Omniverse V2 version)

And the muscles! Goldstone looked like he was on steroids compaired to Chromastone. He also had a golden body with silver crystals and the green was golden and white was silver.

"I train in all my alien forms every single day, have ever since I got the watch." Said Goldstone

Jetray went up and raised his tail and fired his eye and tail beams

Only for Goldstone to fire his own beam which overpowered Jetray's in seconds sending him back.

"Ben!" Said Gwen and Kevin.

"Hey cut the feed to some, a lot will be squeamish." Whispered Goldstone to one of his video drones which beeped in response as the feed to Ben, Gwen and Kevin's parents houses shut off.

"Okay you may be able to handle Jetray, but let's see how you do against..."

Jetray pressed the Omnitrix and changed into.

"Humongous... oh come on! I wanted Humungousaur not Big Chill." Said Big Chill as he got the wrong alien.

"I can handle any one of your aliens." Said Goldstone as he pressed his Ultratrix transform into a Necrofriggian, only difference. His was bigger and bulkier than his and had a silver and gold belt around where the Omnitrix was on his waist. (Omniverse version) and was gold instead of blue and silver instead of black.

**"Tundra!"**

"I hate to admit it but Tundra sounds better than Big Chill." Said Kevin.

"Hey don't forget who's side you're on!" Said Big Chill

Tundra flew at Big Chill and turned intangible and flew through him hitting him as he did it over and over again, think like how Martian Manhunter did when he used it on Supergirl on her tv show.

Tundra then covered his fist in ice making a spiky like mace and punched Big Chill sending him flying.

Gwen growled as she made a step but Kevin stopped her.

"Gwen you won't stand a chance against him." Said Kevin.

"I can't just stand here and do nothing!" Said Gwen.

"That's exactly what you're doing!" Said Tundra as his hand glowed gold and a barrier similar to the ones Gwen makes was standing between them and the fight.

"Nobody interferes with the main man's fight." Said Tundra

Big Chill used the chance to punch the side of his face making it lean before going back to its normal place.

Tundra then turned around unfazed.

"Now where we we?" Said Tundra

Big Chill threw a ice punch only for Tundra to grab the appendage and tug him in before headbutting him sending him sliding across the ground

"Okay let's try a new one." Said Big Chill

Big Chill pressed the Omnitrix and changed again.

**"Spidermonkey!"** He announced changing into the Airachnichimp

He was met with another flash.

**"Primantula!"**

The difference between the two was one they appeared different (Primantula is the Omniverse version) and Primantula wore his Ultratrix upon sashes attached to his chest.

And Primantula was bigger and bulkier and recolored with the gold and silver fur

"I have every alien you have and then some, kid! What you got?" Said Primantula

"The best I can!" Said Spidermonkey throwing web balls at him.

Primantula shot a web line that caught them all and he swung the web around before launching the balls back at Spidermonkey, with some of his own.

Spidermonkey was webbed to the wall.

He grunts as he tries to break free.

"Geez, and I thought my own webs were strong." Said Spidermonkey.

"I have twenty years more experience than you. Maybe if you spent more time training then watching idiotic cartoons made for kids, eating disgusting chili fries and guzzling down those horrendous drinks you call slushies or shakes, or whatever!" Said Primantula

Spidermonkey growls as he pressed the Ultratrix, changing again,

**"Gigasaurus!"** This version of Humungousaur had a sash around his right shoulder the lower left side of his back. Which had the Ultratrix attached as it and the briefs he wore were silver and gold. But the major difference was that he had spikes going down his back and three spiked club at the tip of his tail. (Mix of Omniverse and Reboot versions, Golden scales instead of brown with a lighter shade of gold on his chest, same as the others replace the green and black of the Omnitrix sash with gold and silver. He has silver spikes and the club was silver.

"Oh come on! Another better sounding one?" Said Spidermonkey finally freeing one of his arms and pressed the Omnitrix changing.

"Humungousaur... oh crud."

Humungousaur found there was also a size difference as he barely reached the guy's chest...

"Since when can Humungousaur's grow back spikes and a club when they're not growing?" Said Humungousaur.

"They grow in through puberty, I happened to get them early through training. Maybe you'd get them 2 if you were on a healthy diet, and got out more and didn't just sit around watching sumo slammers all day." Said Gigasaurus

"Maybe you could have these if you had a better diet that didn't consist of Chili Fries, Smoothies, and sitting around watching sumo slammers. I know this because I research everything about my target before targeting." Said Gigasaurus

Humungousaur growled before holding three fingers up.

"Three. Things. One, never dis sumo slammers. Two, never dis the chili fries. Three, NEVER DIS THE SMOOTHIES!" Said Humungousaur as he charged after growing to match the height difference between the two.

Humungousaur grabbed a rock with his tail and threw it.

Gigasaurus smashed it with his tail but was met with a rock to the face as Humungousaur began smashing the rocks he had in his hands right in his face until they were broken and slammed his right fist in his face,

Gigasaurus grunted as he spat out a couple of teeth.

He then looked at Humungousaur standing over him,

"Is that all you got?" He said with a smirk.

Humungousaur growled as he brought his hands up only for Gigasaurus to bring his feet up and slammed them into Humungousaur sending him through the ceiling before giving chase with his hover cameras in tow.

Kevin and Gwen kept trying to break the barrier.

"Why is this thing so hard to break!? Maybe you should take some lessons from him." Said Kevin.

"Hey!" Said Gwen hitting him,

"What? Your barriers break so easily all the time." Said Kevin.

"They're going topside, maybe now we can help." Said Gwen as they ran back the way they came.

Humungousaur shouted as he was shot out of the ground outside the entrance.

"Not his car, not his car, NOT HIS CAR!" He said as he was heading right towards Kevin's car but grunted as he hit a golden barrier.

"You never mess with a man's car. It's a given rule." Said Gigasaurus

Humungousaur slid down the thing and hit the ground

"How are you doing that?" He said

"Using my Anodite powers? I'm half Anodite and it took a lot of training to figure out how to use them while in my alien forms. You should be able to do this, after all you are part Anodite you just need the right push awakening your Anodite Spark." Said Gigasaurus

Humungousaur flashed green.

**"Swampfire!"**

He had changed into his Methanosian form,

He unleashed a torrent of flames that engulfed Gigasaurus.

"Oh yeah, who's bad?!"

"Not you."

Swampfire looked as a figure walked out of the fire.

"You know what they say. Play with Fire and you're gonna get burned, Bogburned!" Said Z's Methanosian form.

Bogburn looked like a bloomed Methanosian but with golden eyes.

"One, what the heck? Two, why did that comment scare me a little?" Said Swampfire,

"I am a Methanosian who has bloomed, another thing aliens go through as a thing of puberty." Said Bogburn (Omniverse V2 with again being recolored to match the gold and silver of the Ultratrix)

Vines shot up from the ground as Bogburn raised his arms and the vines formed two gigantic arms and grabbed Swampfire and squeezed

Then he was slammed back into the ground

"Let me guess, control over plants mastered through training." Said Swampfire, as he tried crawling

"Oh yeah, I wish you would've trained like me, then you could do your job easier kid." Said Bogburn.

"Noted!" Said Swampfire unleashing flames onto Bogburn's face sending him back.

He tapped the Omnitrix again.

**"Echo Echo!"**

Using the Sonorosian's natural ability of self duplication he split up running into the forest.

"Hide. And. Seek!" He said

Bogburn stood up shaking himself off.

"Oh, I so love it when they make it interesting." Said Bogburn.

"Hey!"

He turned around and saw Kevin and Gwen coming at him,

"I don't have time for you, but if it's a fight you want it's a fight you're gonna get." Said Bogburn.

He then whistled.

"Just not with me." He said.

Kevin and Gwen hear barking as Hunter charged at them,

"Oh, not again." Said Kevin as he was tackled.

Bogburn pressed the Ultratrix and transformed into the same species as Echo Echo.

** "Reverb!** Come out, and play~" said the Sonorosian, the green was gold and he had more of a silvery tint to his body (Omniverse version)

He let out a low frequency sonic pulse that echoed through the forest and then smirked.

"Gotcha." He said

Echo Echo dropped on his butt as he leaned on a tree.

"Okay Ben you're going up against someone who is more skilled than you, stronger than you, is part Anodite, can turn into all your aliens albeit slightly more powerful than your own. But that is no reason to panic."

Suddenly he was hit with a sonic scream.

"Oh come on! How did you find me?" Echo Echo said

"Echolocation, Sonoronosians can use their sonic screams to find things in the dark." Said Reverb.

"Gotta remember that one." Said Echo Echo as he fired off a sonic scream but Reverb dodged it with an impressive display of acrobatic skills.

"Ha, ha! Catch me if you can!" Said Reverb as he jumped into the trees and began running across the branches.

"Hey, hold up! Not all of us know how to move like ninjas!" Said Echo Echo climbing the tree Reverb ran up.

Meanwhile Kevin and Gwen were having their own fun trying to deal with the dog.

Gwen held a barrier up as it circled around them.

"Now you see why I was afraid of it." Said Kevin as he was covered in slashes and bite marks.

"Yeah, hope Ben's alright." She said.

Echo Echo became Jetray and was still chasing Reverb.

"How is he outrunning me?" said Jetray  
secs agoReverb was running from branch to branch using vines to get through the forest and sometimes using his duplication power to maneuver

Suddenly he disappeared

Jetray looked around as he was flying.

"Where'd he go? Sure wish I could smash these stupid cameras." Said Jetray as one of the Echo Echo duplicates tried to break one but it was indestructible

Jetray looked down and yelped as he was below him with his hands behind his head. The difference between the two was his Aerophibian form had golden eyes and was silver instead of red and the yellow became a golden yellow.

"Meet **Slipstream."** He said as he gave him a wave before blasting off.

"And they call me the showoff. I don't know how much more of this I can take." Said Jetray

"Wait, where'd he go?" Said Jetray as he flew close to the river.

Suddenly he was grabbed and pulled under.

Jetray gasped as he holds his breath as Slipstream pushes him to the bottom.

"News flash Aerophibians can breath underwater." Said Slipstream

Jetray released his breath.

"Really? Cool." Said Jetray.

Slipstream was running as Humungousaur tried swatting him.

"Not so tough when it isn't alien to alien are you?" Said Humungousaur

Slipstream didn't answer as he turned left into a cave.

Humungousaur chuckled as he turns with his eyes closed

"Nowhere..." he said before stopping seeing what he was up against.

Hordes and hordes and hordes of Reverbs!

Humungousaur screamed as he ran away from them all

"Ben, little help!"

Humungousaur looked over and saw Gwen struggling to hold the barrier up as the dog kept ramming itself into it,

"Hold on, cuz! Get off!" Said Humungousaur throwing the Reverbs off of him.

He then grabbed the dog and lifted it up.

"Not so tough now are you, mutt?"

The canine growled as he bit Humungousaur's finger and began walking on him.

"Hey, knock it off, that tickles!" Said Humungousaur

The Reverbs became one again as he smirked.

Hunter's Predatrix glowed.

The Anubian Baskurr began growing as it turned into a dinosaur looking centipede

It had a black back lined with spikes and a grey body, it had six small arms and four legs and a tail like a Stegosaurus with red spikes. It had a red head that looked something like a Tyrannosaurus' with a somewhat kind of horn with a hole at the top.

(Only difference between Omniverse's Tyrannopede was that it was bigger and more built.)

"Oh... heavy!" Said Humungousaur as Hunter was on his back before falling with the creature on top of him.

"Meet the Tyrannopede, the natural predator of the Vaxasaurian." Said Reverb...

The Tyrannopede had Humungousaur in his jaws before throwing him aside.

"Ben!" Said Gwen.

The predator roared as he shot webbing from the horn on its head wrapping Gwen and Kevin in cocoons.

Humungousaur groaned as he looked up and saw Reverb who split into multiples.

"Times up, Tennyson. It's been up for too long." Said Reverb as he began pummeling Humungousaur changing from alien to alien as he blasted him with the sonic screams as Reverb, pummeled him with Gigasaurus, blasted him as Slipstream and Goldstone, scorched him as Bogburn, froze him as Tundra and slung him around as Primantula...

Humungousaur laid on the ground as he had cuts and bruises all over himself.

"What now, boy? Gonna finally surrender?" Said Reverb.

"You... wish. I've... still got something." Said Humungousaur as he pressed the Omnitrix.

Reverb looked up at.

"Way Big! For real? Yes!" Said Ben's To'kustar form.

"Oh shit."

"Ready or not, here comes my fists!" Said Way Big as he began slamming his fists down on the Sonorosian.

"And my foot!"

He stepped on him and for good measure twisted his foot.

"And I win. Again." Said Way Big..

"Do you?"

Around his face flew Slipstream

"What? Then what did I- a copy, you-"

"Yep, you really should try not having such an ego, Benjyman." Said Slipstream.

This seemed to make Way Big stop in his tracks before he began seething...

Way Big roared as he tried swatting him down.

**"DON'T! EVER! CALL! ME! THAT! AGAIN!"** Said Way Big as he had nothing but rage in his voice.

Kevin who just got finished cutting his way out of his cocoon and made his way to Gwen.

"What's going on with Tennyson? Never seen him so angry." Said Kevin.

"That's what Ben's older brother Zeke used to call him, he died in a car accident before Ben turned 10." Said Gwen.

"Geez, remind me to never call him that. And I never knew Tennyson had a older brother, but really Zeke?" Said Kevin.

"It's short for Ezekiel. Ezekiel James Tennyson." Said Gwen.

"Well at least you don't rhyme." Said Kevin getting her out.

Slipstream flew behind him before glowing,

Way Big was knocked over,

"Way Big, meet Ultra Star!" Said Z's To'kustar form who was like Way Big but bigger and replace the red with gold and turn the white with a silver tone to it. He looks like Omniverse version of the alien

"Since when does Way Big have a Japanese accent?" Said Way Big,

"It comes in later. Did you know To'kustars have a array of abilities? Flight, cosmic beams, cosmic disk among others?" Said Ultra Star.

"Uh, no I didn't. How do you learn to fly? Besides the beam thing." Said Way Big

"It takes training, how do you think To'kustars can travel through space in cosmic storms?" Said Ultra Star

"Way Bigs can travel using cosmic storms?"

"Yes we can make them to travel through space. Didn't you know that?" Said Ultra Star.

"Uh... no."

"Do you honestly not know anything about the aliens you use? This knowledge can help save your life!"

"Why do you care?" Said Way Big.

"I like my prey being able to fight back at their full potential and you're barely scratching the surface."

Ultra Star became a blur and appeared in front of Way Big looking down at him due to his larger size.

"Bet you didn't know To'kustars can move like that, eh kid?" Said Ultra Star as he poked Way Big's head using his middle and index fingers (like Itachi used to)

Way Big growled as he tossed the hand off and tried landing a blow but Ultra Star kept using impressive acrobatical movements.

"Zeke used to call Ben, Benjyman and poke his head like that. How does he know about that?" Said Gwen...

"How did you know that nickname? And the finger poke! What do you know about Zeke Tennyson? **TALK!"** Said Way Big.

"Zeke?" Said Ultra Star.

"Ezekiel James Tennyson, my older brother!"

"Haven't heard that name is years, yeah I knew your brother. Heard he died."

"Yes in a car accident, his body was unrecognizable! Weeks after my 9th birthday!"

Ultra Star began laughing.

"What's so funny!?" Said Way Big.

"Zeke did die, but not in a car." Said Ultra Star.

"What?!"

"You didn't know? You've been lied to boy."

"Shut up!" Said Way Big firing his cosmic beam as did Ultra Star but Ultra Star easily bested him.

Ultra Star leapt onto him.

"I met Ezekiel and I respected him. You? You're disappointing him on a universal scale."

**"SHUT UP!"** Way Big brought his legs up and kicked him off only for Ultra Star to spin and land on his feet...

Way Big football tackled him and began walling on him with fists.

Ultra Star smirked.

"Bet you didn't know, not only can we use our energy to make into beams but we can manipulate them in many ways, like this!"

He grabbed Way Big by the fin on his head and Way Big began screaming as electrical energy flowed into him right from the head fin as a strike there paralyzes him...

Ultra Star then slammed his right fist in Way Big's face making him spit blood making Julie who was still watching gasp and cover his mouth with both hands as Max, Gwen and Kevin also gasped.

The gold and silver To'kustar then began whamming into with fists striking all over. All as the fists were covered in energy.

Ultra Star drove his left fist onto Way Big's gut making him gasp as blood spat out as he was lifted.

He then brought his hands together slamming them into his chin.

As Way Big was in the air he brought his hands together again, jumped, and then ax handled him in the chest.

As Way Big lay on the ground Ultra Star shouted as he came down on him with a energy powered kick bathing the area in smoke...

As the smoke cleared everyone gasped...

As Z held Ben by his head.

"I win! Even Thousand!" He said.

Hunter walked over and handed him his pad as he put another tally on his side.

He looked at Ben before flinging him aside.

"Hey!"

Z leapt back dodgin Kevin who came down as he made his fist into a mace.

"Ha, take him! I've already beaten him and my contract is complete." Said Z.

"No it's not!" Said Vulkanus as he ran up to them,

"You didn't kill Ben Tennyson!"

"Killing cost extra, and I don't kill children, he isn't a legal adult yet." Said Z.

"Then I'll pay you more!"

"With what? You've already given me all you got." Said Z.

"What?"

One of the miners came to him talking.

"You took everything out of the mine!?" Shouted Vulkanus

"Told you, my price wasn't cheap. Keep a look in the mail, I'll be sending your 5%." Said Z

"5?! Oh I'd do something if I was able!"

"Ciao!" Said Z as he and Hunter vanished...

But he reappeared

"Almost forgot. Tell Ben when he wakes up that I'll be sending him a _video_ of the fight, maybe I'll send him a _tape_, then maybe he will get some _answers_. Ciao, again." Said Z as he disappeared again

Kevin and Gwen grabbed Ben.

"That bounty hunter may not be willing to kill you but I -**AARGH!"**

Vulkanus was shot with a red beam as Grandpa Max was behind them holding a laser.

"Not on my watch, come on!" Said Max as Ship landed in his well Ship mode as Julie was standing in the cargo bay.

"Don't have to tell me twice!" Said Kevin as they hurried onto Ship.

**"Shiiiiip."**

Ship closed his bay door and flew off with everyone...

Ben was placed in a medical bed as everyone stood around him,

"That must've been hard on Ben hearing about his brother." Said Julie.

"Indeed."

The group looked as Azmuth appeared.

"I came as soon as the footage reached Galvan. I never believed anyone besides Albedo had the capability of making a Omnitrix but this Z, seemed to have had his for years seeing the difference in combat skills." He said...

"Can you guys keep it down?"

The group looked as Ben was awake.

"Ben!" Said Julie ran to him giving him a hug.

"Ow,ow,ow,ow,ow!"

"Sorry." She said.

"Were close to Plumbers HQ, get ready to move Ben." Said Max.

"You heard the man Tennyson, get up," said Kevin.

Ben was grunted as he tried to move.

"Come on Tennyson quit playing." Said Kevin.

"I'm not, guys. I can't feel me legs." Said Ben

Everyone looked at each other gasping,

"As expected of such injuries which is why I prepared a regeneration chamber. It will heal all of your injuries." Said Azmuth,

Kevin and Gwen helped Ben up and moved to the hangar door,...

They moved him inside.

"Wow." Said Julie.

"Impressive isn't it my dear?" Said Azmuth,

"Yeah, I mean Ship is awesome but this..."

"Ship?" The Mechamorph dog looked at her after changing back.

"Don't worry Ship you'll always be the coolest to me." Said Julie petting him.

"Ha, ha, Julie, girls like you are one of a kind for people like Ben. Although you may want to either start beating away the girls or start considering sharing." Said Max.

"S-sharing?" She said blushing.

"Yeah, the age long curse of Tennyson men, we have such big hearts. It was quite the challenge to settle down with Verdona but it was worth it. We Tennyson men tend to have more love than others and knowing Ben you're possibly just the beginning and he won't want to break your heart. So although this conversation turned a bit awkwardly I thought I'd let you know. I gotta go, need to see how that guy hacked Plumber satellites." Said Max walking away.

Julie said nothing but blushed in embarrassment

"Ah, to be young again. Come I believe that Gwendolyn and Kevin have Ben in the regeneration chamber now." Said Azmuth as they hurried.

They went to the infirmary and saw Ben

Julie chuckled as he was in his underwear as his clothes needed cleaning and also blushed seeing Ben's chest as he had a six pack showing he was taking care of his body,

"Ah! Julie!" He said embarrassed

"At least you're back to your normal self." She said

"Surprised us to, didn't think he had that kind of bod. Seriously Tennyson, you hit the gym?" Said Kevin.

"Yeah and I have a fast metabolism. Why do you think I devour all those chili fries all the times, I have to eat somewhat of a lot of food just to get the normal calorie intake." Said Ben.

"That explains so much." Said Gwen.

"I trust you're doing well, Benjamin?" Said Azmuth,

"Well I got the feeling back in my legs, that's something." Said Ben.

"Indeed."...

"Better than you being in a wheelchair, I just explained the situation to your parents. They're happy to know you all are alright." Said Max walking in.

"That's great, but Grandpa, how did that guy know about Zeke? Said Ben.

"I don't know. But I aim to figure it out, I just hope for his sake he wasn't the person who killed Zeke." Said Max as he walked out.

Ben was eventually let out of the chamber and got his clothes back on.

"Sorry you had to see me like that." Said Ben.

"Couple months of dating and I think I would've gotten there eventually." Said Julie making him choke in his breath and nearly stumble on his own feet, blushing

She and the others laughed at him.

Gwen remembers what Z told them and told Ben.

"What's that supposed to mean? The dude did say some stuff about my aliens that I didn't know but what truth is their to see? My ass getting kicked?" Said Ben.

She shrugs not knowing what Z meant...

Before they left they met up with Max.

"Hey Grandpa." Said Ben.

"Hey, thought you all would've left by now."

"Um, Grandpa what did you mean when you said that you were hoping Z wasn't the one who killed Zeke. Zeke got killed in a car accident." Said Gwen.

Grandpa sighed as he handed the paperwork in his hands to another Plumber.

"No he wasn't. That accident was no accident. It was sabotage." Said Max.

"What?" Said the group,

"I was still a Plumber at the time and I had made many enemies." Said Max.

"So... they targeted him in revenge?" Said Ben,

"I don't know. I've never heard or seen this Z before. But only someone who had been with Zeke before his death would be able to know about Ben's nickname and Zeke's signature finger poke he always did to Ben and sometimes you Gwen." Said Max.

Ben had his hand on his chin in thought,

"What's wrong Ben?" Said Julie.

"Nothing. Just thinking, let's go home." Said Ben.

"Oh and Ben, he did say something that made sense." Said Max.

"Huh?"

"That Z person, when he said you need to understand your aliens." Said Max.

"But I do, you've seen me in action." Said Ben.

"Yeah but you've merely been using their instincts but you can do so much more." said Azmuth

"Which is why I've prepared a little data pad that can help you. This way you can learn what your aliens can and cannot do." Said Azmuth bringing a pad that grew when he gave it to Ben.

"Uh..."

"There are pictures, they will help. Be sure to look over the data, perhaps this will prepare you for that bounty hunter the next time you meet. Meanwhile I will be aiding your grandfather in learning all we can about said bounty hunter." Said Azmuth

"Thank you." Said Ben.

"Now go and get some rest you've earned it." Said Azmuth as the group walked away.

As Ben got home he was met with his worried parents as he calmed them down.

Ben laid down in his bed in thought,

"That guy could've killed me yet didn't. So he's not like your common variety bounty hunter. He's made his own Omnitrix using tech better than mine, which means he's smart. But he did more teaching than attacking. Tell Ben when he wakes up that I'll be sending him a video of the fight, maybe I'll send him a tape, then maybe he will get some answers." Said Ben.

He got up and was in thought,

"Video, tape, answers? Could he be meaning..."

Ben ran and went to the container beside the tv. He found videotapes.

"Zeke's old videotapes, what answers could they have?" He said...

"I'm too tired to look. I'll call Gwen over tomorrow, so we can look." Said Ben heading to bed.

Meanwhile in a unknown location we see Z enter it. Picture a mix between Ship's Ship form with the new Rustbucket.

We see many 'trophies', various weapons, skeletons and clothing.

Hunter laid in a sofa sleeping.

"Hmm, I'd say today was an amazing day wouldn't you agree boy?" Said Z.

Hunter grunted.

"Yeah, yeah don't talk to me when I'm trying to sleep. You've earned it boy, along with this bone." Said Z tossing him a bone as Hunter looked at it and chewed on it,

"Now where's my Rocket where is she? Come to daddy." Said Z as a pink and black galvanic mechamorph came running into his arms. She looked like a recolored version of ship.

"Today daddy made another large batch of money, and he's found something to keep him busy."

Z sat in a chair looking at a computer as he pressed some buttons and Ben's house appeared on it.

"Catch you later, Ben 10." He said.

**Who is this Z? And what is his connection to Ben's older brother? Tune in next time to find out more.**

**Ben's harem consists of Julie, Ester and Kai Green (more to be added after thought but tell me who you'd like)**

**Z's harem: Charmcaster, Attea, Looma, EightEight (more to be added after thought but tell me who you'd like)**


	2. Fool's Gold

**What's up people!? I'm back and doing the next episode of Fool's Gold, now somethings will be different from the original episode as some things were gross, this will be said for all episodes. And some of the parts in here I got inspired from YouTube videos I watched.**

We first find ourselves at Ben's house hearing Kevin's laughter from inside

Kevin was laughing as he heard what Ben told him and Gwen.

"So... so let me... let me get this straight. Because of what your grandfather told her about your families charm, she agreed that you could have more girlfriends?" Said Kevin.

"Yeah and in a way it kinda makes sense, remember Xylene, Gwen?" Said Ben.

"Yeah, kinda glad for you Ben, and also kinda makes me happy." Said Gwen.

"Why? Knowing Kevin will be beating away the other guys with a giant fist?"

"Kinda, and knowing Grandma she was probably the same way."

Ben chuckled at that.

"So why are we here, besides me to congratulate you on living every guy's dream?" Said Kevin before Gwen hit him.

"Well it was more for Gwen. Remember what Z said? I think maybe he was talking about Zeke's old home movies." Said Ben showing them.

"Ben are you sure?" Said Gwen.

"I haven't seen anything of him in years, for a time I was beginning to think I was forgetting all about him." Said Ben.

"Yeah, I know how you feel, he was always there for just about every problem we had. I remember when he started trying to get you ready for when he was gone." Said Gwen

"He always lived like the next day was going to be his last. He was always trying to get me ready for the world, telling me that when he was gone I would be able to stand up on my own when the world came at me. If only he was here now, maybe he'd do better with the Omnitrix." Said Ben.

"Umm, hey weren't you going to watch those?" Said Kevin changing the subject.

Meanwhile they didn't know they were being watched,

"Hmm, boring," said Z turning it off.

He looked over and saw his computer beeping as he walked over,

"New information on the intergalactic web, missing alien, golden reward. Ugh, nevermind!" He said

Hunter looked up from his chewing bone as Rocket popped her head up.

"It's those aliens that poop gold, no thanks."

Hunter made the gagging face as he went back to his bone.

"Bleeeeehhhhhhh." Was the sound Rocket made.

"Hmm, knowing Tennyson he'll be on the case as this will most like make its way to the Plumbers. Hmm, stay here and watch TV or be a pain in his ass? Let's let Lady Luck choose. Heads, stay and tails I go." Said Z as he held a golden coin as the heads had some kinda square and the tails side had a snake.

He flipped it and caught it seeing it landed on tails.

"Yes. Road trip!"

Back with the others, we see the trio laughing as they were watching some of the home movies Ben's mother Sandra made.

Zeke was standing in the toilet 5 years old wearing a cape and goggles and swimming trunks with a toilet brush thinking he's a wizard and he'll go down the toilet like a wizard.

"Are you standing in the toilet?!" Sandra said as young Zeke who had a mix of his mother's blonde hair and his dad's brown making a golden auburn as he had green eyes, he had his arm in their air holding the toilet brush.

"Magic!" He said as you can hear Ben's dad, Carl and his grandfather Max laughing in the background

Ben heard knocking as Julie walked in with Ship.

Kevin goes to make a joke but Gwen hits him.

"Hey Ben, what're you doing?" She said,

"Watching Zeke's old home movies. Sorry I didn't send a text as some of these are kinda old and thought Ship could you know jump into the VCR to let me show. I mean these things are so old the labels fell off, like the actual tape fell off, surprised they still work." Said Ben as he put in another one.

Ben and the others yelped as they saw his mother in a hospital bed,

"Oh I thought this was her giving birth, oh." He said as they all breathed.

The camera moved closer as we saw her holding a blue blanket showing a baby Ben.

"Awww, you look so adorable." Said Julie.

Ben smiled as he saw his mother rub her finger on his cheek making him smile and he opened his green eyes and looked at her and his dad before smiling again.

"Welcome to the world Benjamin Kirby Tennyson, I'm your mom, that's your dad, the guy holding the camera is your grandfather and the kid in the chair is your enthusiastic older brother." Said Sandra as Max moved the camera over to Zeke who was 10 years old wearing a black shirt under a golden yellow and silver jacket and matching pants almost like a recolored version of Ben's current outfit.

"Zeke always did love the colors gold and silver." Said Gwen.

"Can I hold him?" Said Zeke.

"Sure, come here." Said Carl as he picked Zeke up and put him on the bed.

Ben smiled as Zeke held his baby self and talked to him as they smiled at their children.

"Hey does the red blinking light mean its dying?" Said Max before the video ended.

Ben chuckled as he switched tapes.

This time it was Ben and Gwen as toddlers as Zeke was dressed as a police officer as his hat was too big for him as he adjusted it.

He chingled his toy cuffs making them giggle.

"Aww." Said Kevin.

"Shut up." Said Gwen

Then they reached for the cuffs.

"Cuffs? You two want the handcuffs?" He said as he leaned down to them before leaning back up with the cuffs on him.

"Hey." He said as the group laughed.

That's how it went for most of the morning as Ship joined with the TV and VCR box to make better quality

"Okay and that's how you shave Ben, and hopefully Gwen you won't ever have to. Bye."

Kevin laughed at Gwen and got hit again.

Ship ejected the tape and inserted another.

This one showed Zeke again at the age of 15 as he held the camera.

"Dad's trying to convince Mom to keep you and Gwen's party here but Mom wants it at that pizza place." Said Zeke as he looked over at his parents just to get Sandra smirking.

"Again Mom wins, then again according to Dad it's better to just agree with the lady as you can't ever win an argument with Mom and women in general, says it's less trouble."

"Oh he did?" Said his mother.

Carl rubbed his neck

"I'll... go get ready." He said going to the stairs.

"Hmmhmm."

4 year old Gwen and Ben were seen as they were playing with cars. Ben wearing overalls and Gwen wearing a little yellow dress,

"It's hard to believe there was a time before now we got along." Said Ben.

Zeke's laughter caught their attention again as he pointed the video camera at his father going up the stairs,

"Ha, ha, walk of shame!" Said Zeke.

Kevin bursted in laughter.

"He said walk of shame he ain't shit!" Said Kevin.

Zeke stood up showing his self as he wore a larger size of the outfit he wore a he was 10

"Well mom will be wanting to charge this for your party, ciao." He said.

Before Ship ejected the tape Ben stood up,

"Hold up, rewind it, stop!" Said Ben as the video stopped at Zeke giving him the piece sign.

"What's up Tennyson?" Said Kevin.

"He has something sticking out of his pocket." Said Ben.

"Okay, enhance the picture." Said Ben.

The picture became better as the others squinted their eyes before widening

"Isn't that a..." said Kevin.

"Plumber's badge?" Said Gwen.

"Hey isn't Gold and Silver your brother's..."

Julie noticed the look on Ben's face after seeing the recolored Plumber's badge.

"Zeke didn't die in a car accident." He growled before activating the Omnitrix and ran out the door.

**"Big Chill!"**

Big Chill flew right up into the sky.

"Whoa, where's he going?" Said Kevin.

"One guess." Said Gwen throwing him his keys.

Kevin and Gwen got to his car as he tried being cool and slide across the front but he didn't slide he got stuck and rolled across onto his face meeting the cement driveway.

"Gah! Why does Tennyson always make this look easy?" He said getting in.

"Where's Ben going? I didn't think a Necrofriggian could move like Jetray." Said Kevin.

"To get answers." Said Gwen.

As she predicted Big Chill phased through the ground landing in Plumbers HQ and changed back marching through everyone,

A door opened and he found his grandfather and Azmuth working,

"Hmm, nothing from the Andromeda galaxy. Oh hello Benjamin - I traveled light years and I -"

"Save it Azmuth, I got some questions for Grandpa." Said Ben as he passed Azmuth not even looking at him.

Azmuth and Max looked at each other and back at Ben.

"Was Zeke a Plumber?"

Max had his head back in shock looking at Azmuth.

"I did not tell him, we agreed it would be you." He said

"You knew?! Of course you knew, what another thing you wouldn't let me know until I was ready?!" Said Ben.

"Ben how did you -"

"Find out, Zeke had his Plumber's sticking out of his pocket in one of the home videos." Said Ben.

"Why were you-

"Watching them? Z told me to, he said I'd find out some truths from those videotapes. Now tell me!"

Max sighed.

"Yes, Z was a Plumber."

"And he didn't die in a car accident at all, did he?! Said Ben.

"... No, he died on a mission to catch a dangerous criminal." Said Max.

"Who was it?"

Silence.

"You've lied to me my whole life I deserve to know!"

"We don't know Benjamin because he never told us, he never put the data into the database to know who he was after." Said Azmuth,

"Why are you even a part of this conversation, you never met him before! " Said Ben.

"Wrong, how did you think I got to Xenon in the first place? Ezekiel was the one pilot skilled enough to maneuver through the asteroid field to get me there." Said Azmuth.

"What? I thought you were there for who knows how long."

"No, I mostly went from place to place so when I requested a escort to- it's a long story not needed for this moment. The point is I have met your brother and he earned my respect." Said Azmuth

Ben groaned and turned his back to them,

"I thought you met Zeke when he got you the final components made for making the Omnitrix?" Said Max.

"We did, but he also got me to Xenon when Vilgax was hunting for the Omnitrix." Azmuth said.

"So you've both been lying to me!" Said Ben.

"Ben we thought you weren't ready and besides he died one year before the trip, you were in such a shell we didn't think you could handle it. Besides he made us promise to not to tell you until your 18th birthday." Said Max.

Ben said nothing as he looked down,

"I'm sorry Ben, but he made me promise. Not to tell you or Gwen, but now that you know, he left videos he made to help you if you became a plumber I'll send them to your house. You can watch them after your mission." Said Max.

"Mission?" Said Ben.

"Yes, a mission for you, Gwendolyn and Kevin, you can come in now." Said Azmuth.

The door opened showing Gwen who was drying her eyes as Kevin held her.

"I'm sorry Pumpkin. I really am." Said Max.

She nodded as she wiped her tears.

"Here." Said Azmuth giving her tissues.

"Thank you." She said.

"So I come in here wanting answers, learn how Zeke met Azmuth, how he had a hand in helping Azmuth make the watch and now we go out for a mission?" Said Ben.

"Whatever, where are we going anyway?" Said Ben after shaking his head.

"A little town called Walton, every 17 years college students from another planet land there to blow off steam for a week." Said Max.

"Alien spring break." Said Ben.

"Exactly, but this time one of the aliens has gone missing, I need you three to go find him." Said Max.

Ben and Gwen nod before Gwen goes out the door as Ben looked at Kevin looking at a locket before closing his hand and going out the door followed by Ben.

"Do you think it wise to send them on a mission after what just transpired?" Said Azmuth

"I do, they'll get it together." Said Max.

"Well, I am needed back on Galvan Prime, farewell Maxwell." Said Azmuth as he vanished.

On the road,

"Old run town in the middle of nowhere, why don't aliens ever go missing in places that are fun?" Said Kevin.

"This is farm country what're aliens even doing here, what's so special about this place?" Said Gwen

Kevin looked to the road before stopping.

In front of them was the welcome sign to Walton and a tractor, both destroyed, filled with holes and broken.

"Hooligans, and from the looks of it, amateurs." Said Kevin

Ben was walking investigating before he hit his foot on a rock,

"Ow! Stubbed my toe." Ben said

Kevin turned on the car's high beams and Ben noticed something shiny on the road.

The trio kneeled down looking at the uh...

"They look like..." began Gwen.

"Poop." Said Kevin

"Shiny poop." She said

Kevin picked a piece up and sniffed it before opening his mouth.

"Gah, don't you dare/Kevin don't." Said Ben and Gwen.

"It's okay it looks like... gold."

"Please don't do it." Said Gwen.

Kevin goes to put it in his mouth but Ben knocks it out of his hand.

"Hey!"

"Don't hey me, seriously don't you have any self control? If it's poop, no matter what kind, you don't put it in your mouth, what's wrong with you?" Said Ben.

"Besides it made a metallic sound so it proves this is a trail of solid gold poop, both awesome and disgusting." Said Ben.

"Agreed." Said Gwen.

The trio got back in the car and kept following the road

In the morning they drove into town and it look nice, too nice for a farm country place to be honest, they had sports cars and hummers.

"Look at this place." Said Ben.

"Sure these farmers must be rolling in -"

"Kevin." Said Gwen.

"I was going to say dough." He said.

Suddenly tons of humanoid little goat aliens came out laughing as they surrounded the car making it stop as they began pushing it back and forth,

Ben was laughing but then he gagged,

"ACK! Was fun, but HMMH, chili fries coming up!" Said Ben holding his stomach and mouth.

"HEY, GET YOUR HANDS OFF MY RIDE!" Said Kevin as he rolled the window down turning his hand into a mace.

The little aliens screamed and ran off.

"Bleh, thank you." Said Ben.

"Yeah you better run." Said Kevin,

A man walked up to them wearing a white suit and was bald at the top of his head but had black hair at the sides and around the bald spot.

"You didn't see any aliens, it was swamp gas." He said chuckling not even caring about Kevin's look.

Behind him was a building that had a banner that said, "Welcome to the Popcorn festival."

"Please." Said Gwen.

"Mass hysteria? Weather balloons?" The guy said

"One, seeing as how you're not freaking out by my friend's look, I'd say you're used to this stuff. And besides we're Plumbers." Said Ben as Kevin pulled out his badge.

"Well you're quite observant, my boy. Why didn't you just say so, welcome to Walton, you all here for the popcorn festival?" He asked.

"What's the deal with that anyway?" Said Ben

"We make the best popcorn in the universe. Aliens can't get enough of the stuff, every 17 years they come back. But where are my manners? I'm Mayor Coleman." The man introduced himself putting his hand out for a handshake but didn't get one.

"What can you tell us about the missing alien?" Said Ben.

"Missing alien? There's no missing alien, if there was he's probably running around eating popcorn and having fun." Said the mayor.

"Uh huh, we're still going to have to look around." Said Gwen.

"Be my guest, but I'm afraid you're not going to find anything." The mayor said as he walked away.

"Ben we're gonna have to - Ben?" Said Gwen as she turned and saw him gone.

"Where'd he go?" She said,

"How'd he walk away without us noticing?" Said Kevin.

We find Ben walking down a ally and finding a bunch of the goat aliens eating popcorn out of barrels.

"I have had, like, so much popcorn." Said one as two lifted a barrel and poured some into his mouth.

"Why is it no matter what species, teenagers talk the same? Always saying like too much." Mumbled Ben.

One came walking in front of the group.

"Farmer Wayne's filled his pool with popcorn!" He said

The aliens cheered.

"It has a diving board and everything, man, come on!" He said as they began following him.

"That sounds cool, this I gotta see." Said Ben following.

Kevin and Gwen came across the corner and saw the orange and white furred aliens running.

"Yeah, I better keep an eye on him." Said Kevin.

"Would you?" Said Gwen as he left.

One of the aliens poked his head out from the corner and saw Gwen and approached. His expression showed he wasn't exactly happy.

"Did - did Max Tennyson send you?"

"You're the one who called for help?" Said Gwen turning around.

"Yes, my name is Orb. My parents told me if I were to ever get into trouble on Earth to call Max Tennyson. I am sorry for not using the Plumbers emergency network but I was scared so I contacted them using the web. I asked any who would help, even going so far as to have some gold as a reward. Please tell me you're not with the golden warrior." He said in a panic,

"Whoa, it's okay. Golden warrior?" She said.

"Yes, a man came to town clad in golden and silver armor. He didn't agree to help but he scared me, he said his name was -

"Z" said Gwen

"Yes, he didn't even care to try and help me find my best friend, Decka, saying there isn't an amount of gold you could make that would make me care." Said Orb.

"Well that's harsh. Anyways, what happened?" She said.

"I don't know, one moment we're stuffing ourselves with popcorn and the next he's gone, I'm worried sick." Said Orb.

"Is there anything you have that's his that I can use to track him? A piece of clothing or something?" Said Gwen.

"No, nothing like that. I'm sorry."

"It's okay, we'll have to find your friend the old fashioned way." Said Gwen.

Orb was confused.

"We're going to have to look for him." Said Gwen.

With Ben and Kevin

We see they're at the pool although the kinda pool they were at seemed more like a public pool than a pool someone owned, unless they were rich as it was an in ground pool.

The aliens were jumping in and swimming in the popcorn as Ben and Kevin watched from the seats.

Ben was eating some as one of the aliens cannonballs into the popcorn, getting it all over the two.

"I've seen a lot of strange and messed up things." Said Kevin wiping the popcorn off.

"And how does this rank?" Asked Ben.

"It's up there." Said Kevin

"I don't know, kinda seems - crazy!" Said Ben as suddenly the sound of a glass window breaking was heard.

The aliens were throwing chairs and stuff at what may be the greenhouse as it was more glass than wood besides the roof.

"Crazy's right, but that's easy to fix." Said Kevin.

"House tipping! Everybody tip the house!"

"Nevermind." Said Kevin.

"Okay, that's enough playtime." Said Ben as he activated the Omnitrix and set the dial to Spidermonkey then transformed,

**"Spidermonkey!"**

He leapt onto the roof of the house and webbed up the ones trying to lift the house.

Two tried attacking him but he leapt and flipped onto the ground.

Another tried the same but he flipped and used his lower arms to grab him and web his lower body and tossed the alien down.

Two were coming at him from behind with a beach chair but Kevin grabbed it and took it.

"Naughty, naughty." He said before tossing it and knocked their heads together knocking them out,

"Amateurs." He said

Spidermonkey got on his upper arms and spun kicking two of the aliens to the ground.

He then pushed off the ground with his arms and landed beside Kevin.

"Is that all of them?" Spidermonkey said.

A group of the aliens were by the barn as they ran to the silo and began grunting as they lifted it.

They shouted as they threw it,

Spidermonkey and Kevin looked up to see it,

"Kevin, rag toss!"

"Huh?" Said Kevin before the side of his face was webbed as Spidermonkey pulled him out of the way before running to the umbrella on the table and jumped on it and spun on it slinging Kevin at them like a rag doll.

Knocking them all over like bowling pins.

Kevin shook his head as he got back up.

"Better warning next time okay?"

"Sorry!" Said Spidermonkey.

The last one came at Spidermonkey with a wooden plank and swung at him but Spidermonkey jumped over it rolled onto all four of his arms and gave the little thing a double kick sending him into the popcorn pool upside down as the alien was kicking his legs.

"That should teach you about monkeying around." Said Spidermonkey

Kevin and Spidermonkey rounded them all up, and Spidermonkey used his webbing to make cuffs to hold them,

They all were sat down and mad as they looked at Kevin and Ben.

"Busted at spring break, yeah I've been there." Said Kevin

Mayor Coleman approached with Gwen and Orb and whistled in impression.

"You kids have been busy." He said

"What do you want to do with them?" Said Ben.

"Well for starters, let 'em go."

"But - but look at what they did." Said Ben pointing at the damage.

The Mayor walked over to one and undid his cuffs.

"Ah, popcorn festival's only once every 17 years, there's no need to press charges, it's just a little damage." He said rubbing the aliens head.

"They wrecked the farm." Said Ben.

"Ha, ha, ha boys will be boys." Said the Mayor as the aliens broke their cuffs and walked off with one giving him a high, well, low five.

"Now don't forget to eat lots of popcorn!" Said the Mayor as they walked off laughing.

"That's it? They level an entire building and all you can tell them is eat lots of popcorn? " Said Ben

"Don't sorry your head now, son, it's complicated."

"What's so complicated? They aliens eat popcorn and leave behind solid gold, right? That's how this town has so much money." Said Gwen.

"Alright, you got us. Every 17 years we make some popcorn and shovel up the gold. Our entire colony's based on alien -

"Poop!" Said Kevin faking it as a cough,

"Wrong on so many levels." Said Gwen.

"Yeah." Said Ben

"Nobody wants to be punishing the alien kids, and the festival's almost over. They're gonna be heading on back to school in the morning anyway." Said the mayor,

"Not all of us. I'm not leaving until we find Decka." Said Orb.

"Decka? He probably went on home already, looking for him's a waste of time." Said the Mayor,

"All the same we're gonna look around," said Ben walking away.

"I'll go with Ben." Said Kevin as he goes to walk away.

"Kevin, are you avoiding me?" Said Gwen making him stop.

"No, I just love hanging out with your cousin." He said walking away and joining Ben.

"That's the second time you ditched her, you two fighting or something?" Asked Ben.

"If we were, would I talk about it with you?" Said Kevin walking ahead of him

"Okay." Said Ben stopping before catching up.

Unaware to the two they were being watched by Z as he hid in the corn fields.

The armor clad man vanished before appearing on top of a building, Mayor Coleman's house to be precise. He walked to the end and placed his right arm on the weather vane shaped like a rooster.

He saw the man walking into his barn with a flashlight,

He pressed a finger to the side of his helmet and the visors glowed.

He saw through the building and saw the Mayor looking at the missing alien trapped in a cage with gold all around the cage

"Your friends are causing trouble, they keep asking about you." The Mayor said.

"Please, let me go." Decka plead

The Mayor shook the cage scaring him more.

Z put pressure on the weather vane as he squeezed it.

"You're not going anywhere, not until you give me a huge pile of gold!"

"But I've been doing it. I've been doing it all week!" Decka said pointing to the small bits of his golden poop.

"That tiny little bit of gold ain't going to be enough to pay off my debts!"

He points the light at him.

"I've been waiting 17 years for your kind to come back, and now I'm cashing in. **Eat!"**

Coleman tosses some of the popcorn in the cage at him.

"I - I can't eat anymore." Decka said.

Coleman looked mad as he shook the cage again.

"Well then maybe I'll just leave you in that cage forever!"

Decka whimpered.

Cole grabbed a slab of beef and some corncobs.

"Maybe a change of diet will help your appetite."

He drops them in front of the cage as Decka looked at them and him.

Decka was afraid as he grabbed them and pulled them back in his cage.

Z had a look shown through his helmet that could only be called pure rage as he broke the weather vane in half.

At sundown,

"Y'all come and now!" Said Mayor Coleman as he and townsfolk waved to the aliens who didn't look happy to leave.

Ben spotted Orb and walked with him,

"What's happening?" He asked.

"The festival is over, it's time to go back to school." Said Orb.

Kevin saw Gwen looking at them as he pulled out the locket he had from earlier and glanced back at her before putting it back away.

One by one the alien ships began blasting off.

Until only two remained.

"This has been the worst popcorn festival ever." Said Orb.

"Maybe the Mayor was right, maybe he went home." Said Gwen kneeling down to him.

"Without telling anybody? That's not like Decka." Said Orb.

"Two spaceships left, one's yours, the other one must be Decka's." Said Ben.

"Decka's still here!" Cheered Orb.

"And we have something to track him with. Which one's yours?" Said Gwen

Orb pointed to the right one as she walked to the left one and put here hand on it.

"Got him."

"And I got you!"

The group turned around to see Z standing there.

"You..." Ben growled.

"Me." Said Z.

"Who payed you to come after us this time?" Said Kevin.

"Nobody, I'm here to be a pain in the ass for you." Said Z activating the Ultratrix and changing,

He changed into a Kinecelen but he had a golden yellow shirt to his neck and the black was gold and the light blue was silver. (Omniverse version)

**"Acceleraptor!"**

"I heard you don't have many of your originals, one of which is the Kinecelen XLR8. I do believe you don't have any speedy alien forms so I hold the speed advantage." Said Acceleraptor.

"Oh yeah? Well a wise man once told me power overcomes speed some of the time!" Said Ben as he changed

**"Humungousaur!** You're telling me what you know about Zeke and you're telling me **NOW!"**

"Have to catch me first, ciao!"

Acceleraptor sped off with Humungousaur following.

Gwen and Kevin along with Orb followed.

"You want to know something weird?" Said Gwen.

"What?" Said Kevin.

"The direction we're going is the same way as where I'm getting Decka's signature from."

Kevin looked confused.

Humungousaur panted as he started to slow.

Acceleraptor was feet in front of him looking at his arm like a watch was on it and tapped his foot.

"Come on, come on, I'm not getting younger here, I'm right here. Missed me"

Humungousaur swung at him only for him to dodge so fast it was like he transported to the ground away from him now on his belly looking at him with his head in his hands and swaying his legs.

Humungousaur brought his arm down only for him to disappear again.

"Missed again, ha, ha, ha!"

Suddenly Humungousaur was trapped in a tornado and was lifted up and dropped.

"Bet you didn't know the species could go that fast. They can make tornadoes strong enough to lift To'kustars."

"Really? Wait, why am I talking to you?" Said Humungousaur

"Kinecelens can also do this along with other speed type aliens." Said Acceleraptor as he began running in a circle at high speeds.

Due to Humungousaur's height he could see something happening.

Electricity began forming as he kept going around and around.

Acceleraptor stopped as the electricity traveled from his arm and threw it like a lightning bolt.

Humungousaur was hit and was sent flying.

He groaned as he got himself out of the trench he made from sliding across the corn fields.

"Aliens like Kinecelens can make electricity from running fast like other aliens made for speed. They can also vibrate their molecules and go through objects among other things. Now let me show you my Around The World Super Slam." Said Acceleraptor as he ran off with such speed the ground cracked underneath him.

Humungousaur heard a sonic boom as he looked over and gasped.

Acceleraptor was trailing lightning behind him as the ground was tearing up as he went.

He then flashed gold as he changed into an Arburian Pelarota, only difference was the color as he had a light shade of silver instead of white skin and his shell was a golden yellow.

** "Ricochet!** Ready or not, I'm coming at you!"

He rolled into a ball and Humungousaur didn't have time as he was struck in the gut and had the air knocked out of him as he was drug backwards again with the force of a meteorite.

Humungousaur groaned as Ricochet got off of him.

"Uh I think I'm gonna be sick." Said Humungousaur

"Yeah a hit to the gut will do that to you." Said Ricochet before the Ultratrix beeped.

"Whelp I've taken enough of your time." He said as he changed back and began walking away.

"Wait, come back!"

"Ben!" Said Gwen as they ran to him.

"Don't you have a Alien to save? Thought saving lives were more important than beating down the bad guys." Said Z.

"Hate to say it Tennyson, but he makes a good point." Said Kevin,

Humungousaur growled as he really did make sense.

"With that, ciao." He said before teleporting away in a golden flash.

Humungousaur changed back into Ben.

"Man, not only does he have my newer aliens, he has all my old ones too. But he can use them better than I can, just when I was beginning to think the only old one he had was Waybig." Said Ben.

"If he can do that as XLR8 I'd hate to see just what he could do as Diamondhead." Said Gwen.

Kevin nodded as he remembered just how skilled Ben was as the Petrosapian when he fought Vilgax.

"So, how far away are we from Decka's trail?" Said Ben.

"Actually we're here." Said Gwen as they were at the Mayor's house.

"Well that's convenient." Said Kevin as Ben got up.

"I'm okay by the way, thanks for asking!" Said Ben.

"Sorry." Said Gwen.

They approached the barn as the doors were smashed.

One thing they noticed was corncobs all over with chunks taken out of it.

"Somebody had a party." Said Kevin.

Gwen made a ball from her mana to give themselves some light,

They approached a cage that was demolished and the golden poop was around it,

"What do you suppose used to Be in there?" Said Ben.

"It's the mayor's barn, we should find him and ask him." Said Gwen.

"Don't need to, come on out! I see you over there! Why don't -

Mayor Coleman had a blaster in his hands and began firing, interrupting Kevin, Gwen then made a shield.

"See this is why everyone hates politicians." Said Kevin.

Ben turned on the Omnitrix and changed,

**"Goop!"**

Goop used his anti-gravity projector to fly around distracting him, leaving Gwen open to blast the gun out of his hands, and when he goes to get it Goop trips him up, he reaches for it but Kevin breaks it stepping on it,

"Bad idea." Kevin said.

Goop landed and changed back to Ben.

Orb approached the Mayor growling but Ben holds him back.

"Where's Decka? What'd you do to him?!"

"Don't know how long I can keep him back, better start talking." Said Ben.

"Okay, I snatched him!" Said the Mayor,

"Got greedy huh? Decided you wanted your own personal gold maker. Ha, ha, ha, make, I'm funny." Said Kevin,

"I don't get it," said Gwen.

Before Kevin could tell the joke Ben threw one of the halves of corn at him.

"Ow, hey!"

"Enough with the poop jokes already!" He said.

"We have a problem." Came Orb's voice as he stood in the remains of Decka's cage and picked up the slab of meat, which was missing a chunk out of it, and a half eaten corncob and approached the group.

"Did you feed him meat and a corncob? Please tell me you didn't!" Said Orb.

"Why? What's wrong with meat and a corncob uh cobs?" Said Ben.

"My kind can't eat meat or uncooked corn, they're bad. We can only eat corn when it's turned into popcorn." Said Orb.

"How bad we talking here?" Said Kevin.

The group heard a roar outside and ran to look.

They looked and saw a red furry hoof beginning to grow as what seemed like a blizzard swirled around it as it became a three toed foot. The red began turning white as a large white arm grabbed the side of the barn.

It was... Decka! He became a giant mutated version of himself as his color turned from orange and white to white fur and the white became blue as his eyes became cat slitted with glowing white eyes.

"Oh, that bad." Said Kevin.

Decka then roared beating his chest.

Decka approached the barn and began eating it before he noticed them.

Ben turned on the Omnitrix and selected Humungousaur and changed.

"Humungousaur! Really? Three times today I've gotten the alien I wanted. Am I on a lucky streak or something?" Said Humungousaur as he threw a punch at Decka who was knocked aside taking steps back.

"Ow. Hard head." Said Humungousaur shaking his hand.

Decka looked back at him as a blizzard came around him as he roared and began growing before stopping as he was taller than him

"What the- oomph" Humungousaur was struck across the face sending him flying.

Decka beat his chest as he roared.

"You have to try to not hurt him, he's my friend! You're making him angry and the angrier he gets the bigger he gets, and the bigger he gets the more he'll want to eat!" Said Orb.

"We'll try" said Gwen.

"She'll try, I ain't promising anything." Said Kevin.

Decka grabbed Humungousaur by the shoulders and lifted him slamming on his back before doing it again.

Then he picked him back up onto his feet before back handing him to the ground.

"Ooh, he hits like a Highbreed." Groaned Humungousaur

**"Swampfire!** Okay hairball, heat's on." Said Swampfire after changing and began blasting Decka with flames.

It seemed to be working until Decka blocked the flames using his left arm before taking a deep breath

"If you can't take the heat, stay out of the, huh?"

Decka blew a chilling breath like a blizzard that went straight through his flames and froze him.

"You guys can do that?" Said Gwen,

"Only when we consume uncooked corn, like I said we can only eat it popped, otherwise we turn crazy and gain powers over ice and wind." Said Orb.

"Well why don't I try and break the ice?" Said Kevin charging as Decka had his back to them and leapt up ready to slam the hammer he morphed his arm into right into Decka's back but was swatted away by his tail, like he was a fly.

The frozen Swampfire shined green as he changed

**"Big Chill!** Okay big guy, you can dish out the cold but can you take it?"

Big Chill turned intangible as he flew threw Decka

He floated there looking at Decka and got his answer.

"Okay, can't freeze you."

Decka's hand opens as ice forms taking the shape of a hammer.

"Oh man!" Said Big Chill as he was struck and sent flying into the barn.

Decka then roared as he begins destroying the barn making it fall onto Ben.

He then roars and walks away.

Gwen, Kevin and Orb ran to the broken barn.

"Ben!" Said Gwen.

They heard groaning as Big Chill floated out of the rubble.

"I've got to remember to go intangible." Said Big Chill as he held his head.

"This is all because your friend ate one bad piece of meat and a corncob?" Said Kevin.

"Uncooked corn causes a mutation in our bodies that make us go crazy and grants us powers over ice and wind. But my people can't eat meat, or we revert into our primal form, a mindless monster." Said Orb.

"Can we change him back?" Said Gwen.

"Don't have to, he'll only stay in that form as long as he keeps eating. But you have to not allow him to get angry, like I said the angrier he gets the bigger he will become, and the bigger he becomes the more he will need to eat." Said Orb.

"So, good news." Said Big Chill.

"Sure, give us the rest of it." Said Kevin knowing there's something bad involved.

"The thing is, this form is only the beginning. He's going to consume all the meat he can find, and then when he's enriched enough fissionable material, he's going to reproduce." Said Orb.

"Meaning?" Said Big Chill

"He's going to split into 100 identical copies of himself and then they'll go off and eat anything they can find." Said Orb.

"Just how many times can he do that?" Said Big Chill

"Ever wondered what happened to Mars? It used to be called the popcorn planet."

"A army of walking ice hurricanes? No thank you." Said Gwen.

The trio goes to give chase.

"Careful!" Orb said making them stop

"One wrong step and it could be your last."

"What? Don't step on the gold?" Said Big Chill

"Gold is what happens when we eat popcorn. In that form his waste is uranium-1412."

"Unstable, radioactive poop?" Said Kevin.

"Yes so whatever you do, don't step in the uranium."

They go off chasing Decka as they run through the cornfields, Kevin didn't see but he step in the uranium and began getting blown up and blasted into the air past Ben and Gwen as he kept landing in another pile of it.

"Think we should save him? I'd call this payback for the stupid poop jokes." Said Big Chill.

"You would say that." Said Gwen making one of her platforms catching Kevin who was sizzling

"Are you hurt?" Said Gwen as they caught up with him.

"No, I like being blown up." Kevin said sarcastically

Gwen pouted and made the platform disappear dropping him.

They hear Decka roar as they look ahead.

"I thought he was going to look for meat. He's at the power plant." Said Big Chill.

"Ooh, bad." Said Orb

Decka approached one of the electrical generators and roared as he surged with electricity

"He's absorbing the power, once he's got enough he's going to divide!" Said Orb

"I've got an idea." Said Big Chill

He flew ahead and over Decka as he turned intangible and flew inside and saw the turbines

He blasted them with his icy breath and froze them

Decka looked confused as the energy stopped before growling and then roaring as he grew again before starting to eat the generators

"We cut off the power but it's still hungry, well hungrier. Now what?" Said Gwen

"Get me close enough to talk to him. Maybe I can reason with him." Said Orb.

Gwen made platforms for him to run up as he got himself up to Decka's face.

Decka looked at him.

"Decka, it's me Orb! I know you're in there, this isn't you, the meat and corncobs have poisoned your mind. I know my best friend is inside fighting to take control. Please fight it, fight it and we can go home!" Said Orb

Decka just grabbed him and tried to eat him.

Kevin leapt up and smacked Decka's hand making him drop Orb.

Then Gwen caught him with a mana whip and brought him back to them.

"Do you have any other ideas?" Said Gwen.

"Yes, evacuate the planet." Said Orb.

"Okay, this guy's skin is as hard as Diamondhead, do you guys have any weaknesses, any at all?" Said Big Chill as he floated down.

"Hmm, OH, my species have somewhat weak stomachs. We can't handle too much jostling, you know, like what you humans do. Riding roller coasters, running too much, extracurricular activities, getting punched in the gut -"

"Wait, go back. You guys can't handle punches to the gut?"

"Yeah, we have sensitive and easily vulnerable digestive systems. One hard punch always gets us dropping." Said Orb.

"Dropping gold?" Said Kevin chuckling,

"One more bad poop joke and I'm leaving you here frozen! Look I have a plan, listen up." Said Big Chill as the team huddled

"Okay, does everyone understand?" Said Big Chill.

"Got it." Said Gwen and Kevin.

"I don't get it." Said Orb.

"You're not a part of this Orb, so you stay back." Said Big Chill.

"So watch where you step you might - ow!" Said Kevin as Big Chill hit him.

"Enough of that, break!" As the trio split as Big Chill flashed green.

**"Jetray!"**

"When I'm in place, keep him in place." Said Jetray as he went up into the sky.

Gwen and Kevin turned and saw Decka roaring at them,

"Alright, let's dance." Said Kevin.

Jetray kept flying up and up until he was in the upper atmosphere.

He looked down and gulped.

"This is going to hurt... a lot." He said.

"Okay what was it on that pad Azmuth said Jetrays could do? Fly, shoot nueroshock beams... wait, now I remember! Oh please let this work as I didn't think this far ahead."

Jetray made his eyes glow green.

Gwen and Kevin looked up and saw green flashes from the clouds.

"That's our signal!" Said Gwen.

Kevin knocks Decka to the ground with a punch to the face as Gwen restrained him.

She then shot mana into the air making it explode making pink flashes.

"Okay, whew, I got this. I got this. I got this, I got this, I got this." Said Jetray before he began his decent.

You could see him began to heat up as he began plummeting to the Earth.

His face distorting similarly to dogs and our faces when we stick our faces out the window of a fast moving car.

Jetray then changed into Cannonbolt and rolled up.

"Ow, ow ow, hot, hot, hot!"

Gwen and Kevin looked up and saw a large fire ball coming down

Gwen let Decka go as she needed both arms to help keep the barrier over her, Kevin and Orb.

Decka looked up and saw Cannonbolt coming down and didn't have time to move as he came down on the mutant with the force of a meteor.

Dust covered all over as Gwen dropped the shield.

"Ben!" Said Gwen.

"Owww..."

Cannonbolt came wobbling out of the smoke sizzling.

"Whew, Tennyson -" began Kevin but a glare from Cannonbolt shut him up.

"Not. One. More. Word. I'm hurt all over man!" Said Cannonbolt

"But where's Decka?" Said Orb...

Everyone heard gagging sounds as they looked around.

Kevin turned around as the mutated Decka was right above him.

Just in time for him to hurl what looked like yellow snow, kinda like what you see from snow cones.

Kevin screamed as he covered in the stuff

"Aw, gross! Some of that got in my mouth!" Kevin gagged, sticking his tongue out and rubbing it furiously, only to gag even more as they are still covered.

**"HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!"** laughed Cannonbolt, falling onto his back.

"Really Ben?" deadpanned Gwen… far away from Kevin.

"Like you're one to talk! And besides, this is payback for all those poop jokes he did!" added Cannonbolt before bursting into laughter again.

"I don't get it," commented Orb.

"Trust me, it's better that way." sighed Gwen.

"Does anybody have mouthwash… and body wash… and everything-wash?!" pleaded Kevin.

They heard Decka burp as he began shrinking and turning back to his original colors.

Orb jumped up and down before running to his friend.

Decka groaned as he opened his eyes.

**'Uncatalogued DNA detected. Initiating scanning mode.'**

The poor goat guy was met with a yellow light scanning him and Orb.

**'Unknown DNA sample acquired, scan complete.'** Came from the Omnitrix.

"Come on, I just wake up and you're trying to blind me?" Said Decka.

"Oh I'm glad you're okay!" Said Orb.

"Of course, why wouldn't I be? And where are we, is the festival over?" Said Decka.

Later back at where Decka and Orb's ships are at and after getting Kevin all cleaned up.

"The festival's already over? Did we have fun?" Said Decka as Orb was taking him to his ship

"Yes, lots." Said Orb.

"Wow, I must've been tripping out, hope the next festival is just as fun, ha, ha! What happened anyway, ha, ha. Who are they?" Said Decka as Orb got him to his ship.

"Long story, buddy. Some things you don't want to know." Said Orb as Decka closed the top of his ship as he got inside.

Orb jumps off Decka's ship and walks over to Ben, Gwen and Kevin, well Gwen and Kevin.

"Apart from all than happened, this has been a popcorn festival I think I'll never forget, don't worry about Decka he'll be fine, just a little loopy for the next few days. But where is your friend?" Said Orb.

"Right here."

From behind them came...

Another of Orb's species but with the Omnitrix on his chest.

"Meet **Grempus**."

"I don't get it." Said Orb.

"See, because I'm short like a gremlin and Krampus is supposed to be like a goat... oh forget it." Said the alien as he changed back.

"What's going to happen to the mayor now?" Said Orb.

"All I can say is that the next time you come back a new Mayor will be around." Said Kevin.

"Well, see you next festival!" Said Orb running and jumping into his ship as he and Decka left.

Ben walked away going to Kevin's car.

"Are you okay?" Said Gwen

"Do we have to talk about it?" Said Kevin.

"Not if you don't want to."

"Here." He hands her the locket.

"This is from..." he says before she opens it showing the two before he was transformed.

"That day at the pier.." she says.

"I wanted to give you something to remember me. The way I used to be." He says looking at her.

"Kevin, you know I don't care what you look like."

"Maybe not, but I do." Said Kevin.

Kevin looks over as Ben is honking the horn.

"Come on! Mr. Smoothie!"

Kevin walks over to the car as Gwen takes a long look at the picture in the locket before joining them as they drive off unaware they were being watched.

"Ahh, to be in love. Ironic, Anodites think of ones appearance as nothing more than clothing and her boyfriend is obsessed with how he looks, striving to always look normal. Couldn't be a better match for one another, I think I got that right. But back to why I came here in the first place..." came Z as he looks down as he is on a hill and looks at the mayor's home,

He saw people in a car walk out and into the house and saw the Mayor still walking there.

"Justice." He says before disappearing in a flash of gold.

Coleman was grumbling about how he will have to deal with the people he owes money to and lose his spot as Mayor as the people will without a doubt be wanting a new mayor.

He spots a black car in his driveway and he sighs.

He enters his own and notices the lights are off so he tries to turn them on but they won't turn on.

"Good evening Mr. Coleman."

Coleman looks around for the raspy voice he just heard.

He backs up and bumps into someone as a arm drops onto his shoulder.

He recognized the suit as being one of the outfits that a gangster he owed money to as being Mike.

"Oh, Mike, you scared me, look I - **AHHHHH!"**

He turned around and saw the suit wearing man didn't even look like a human being! It looked like he was sucked dry of his blood as he fell to the floor as the dead gangster fell down and turned into dust leaving behind the clothes he wore.

"Wah, w-w-w-what is this, a-a-a-a game?"

"I assure you Mr. Coleman, I play no games."

From up the stairs came a ghost figure who was had no legs but was floating like a ghost as it had a pale silver color with golden lines along the body as it had golden chains and locks on its body as the chains where connected to the things neck and along it's sides like a straitjacket with its arms were out freely. **(****Omniverse Ghostfreak but bigger and bulkier)**

Coleman screamed as he scooted backwards on the floor to try and escape the ghost.

In the center was the Ultratrix showing it was Z.

"My, what's the matter, Mr. Coleman? You look like you've seen a **Ghoul!"** Came the Ectonurite as it cackled

"You look tired, how's about taking a **SEAT!?"**

Coleman was lifted and thrown into a chair as the blinds then restrained him to it.

Ghoul makes the 'come here' gesture with his finger as it lifts and goes to him.

"You have done a terrible thing, Mr. Coleman. A terrible thing indeed, you are in need of a lesson. And Mr. Coleman, this lesson? Is one you will surely never forget."

The camera goes showing their shadows as Ghoul opens his secondary skin flap and tentacles shoot out and stab Coleman who's lifted from the chair and we see his body begin to shrink and wither as Ghoul drops him.

"Now let's hope this town does better with your successor." Said Ghoul before he vanished.

**At Ben's house**

Ben and Gwen sat in the couch at Ben's house and continued watching Zeke's videos as Ben throws a piece of trash away, still taken away that his brother was a plumber.

"It's hard to believe he was in the hero business just like us, and never told us." Said Ben.

"Well you know being a Plumber wasn't an easy job. I just wish we learned more of what happened." Said Gwen.

"Ben, Gwen."

The two dropped what they were holding and turned around as Zeke was in a Plumbers suit, it looked like combination of what their grandfather wore **(in Alien Force) **mixed with Rook's suit but was gold and silver, on the tv looking at them.

"If you're watching this, then that means I am gone."

Ben and Gwen took a seat not taking their eyes off the tv.

"You two are probably old enough now to understand, so please don't be angry with Grandpa, I asked him to hide the secret if I have indeed perished as to protect you two. And by now you've probably forgiven me." Said Zeke

Gwen and Ben look at each other.

"Secret message in the videos." Said Gwen.

"Yeah, to us." Said Ben.

"If not then let me explain. I am a Plumber, not the kind that cleans toilets, no I'm a member of a intergalactic peace keeping organization and I hold the second highest ranking within just under that of number 1, Magistrata. Who is the leader of the entire organization. I have been a Plumber ever since I've started when I was 10 years old."

"He became one at 10?!" Said Ben.

"Why?" Said Gwen.

"To protect you both. In just five years I've become the leader of a group of Plumbers that have come to be called The S-Squad, or Suicide squad. We take missions no other person would normally take. We are preparing for our most dangerous mission yet, going after this criminal."

Ben and Gwen gasp as Ben drops his Mr. Smoothie to the floor as Zeke used his badge to show who they were going after.

"That's!" Said Gwen.

"Vilgax." Ben growled

"This is Vilgax, he's a dangerous warmonger who has slaughtered one too many, and he needs to be brought to justice, and I'm the Plumber who's willing to do something about it. Grandpa wasn't able to bring him in but I will, or die trying. If I don't come back there's a few things I've got to say."

"He and his, tried going after Vilgax? Said Gwen.

"What was he thinking?" Said Ben,

"Probably thinking if he took him down then he'd never come after the Omnitrix." Said Gwen...

"Ben, don't touch my stuff! But I ask you to make sure you keep my things clean. Keep your chin up and keep it up, for when the universe throws its worst at you I want you to stand up to it with no fear. Gwen, keep the little dweeb alive, and keep being a good girl. I ask that you keep going with your studies and be what you want to be, follow your own path. Oh and if you're old enough and meet Grandma tell her I love her"

Knocking was heard in the background,

"Come on! We're waiting boss!"

"Shut up! I'm busy!"

"Jeez alright!"

Zeke sniffs as he was beginning to get emotional.

"I ask that you both look out for each as I won't be able to. I'm sorry for doing this but the sooner this tyrant is gone the sooner your lives will be easier. I'm sorry for leaving you like this! I'm sorry for leaving you two, Kenneth, Mom, Dad, Grandpa and Grandma, everyone!"

Zeke stops to control himself.

Ben and Gwen were also in tears.

"Ben, if you've received the omnitrix then that means everything has gone according to my plan. You may have already met the little grump Azmuth, and possibly Grandpa's ex girlfriend Xylene, she claimed that the watch was meant for Grandpa but she was wrong. Behind Azmuth's back I altered the watch to only react if you were around it. I know, entrusting the most dangerous weapon of all to a 10 year old doesn't sound responsible as a older brother to do, but that watch is the only thing standing between Vilgax's rule and the protection of the universe. I may have said that wrong but you get my point. Become a hero, protect everyone, but try to keep a secret identity, please? Because if you start getting a full of yourself attitude, thinking you're the greatest thing since toilet paper I will personally come back from death and kick your ass. Gwen try to keep him mellow. I have made thousands of videos on combat techniques, alien weaknesses, and other things that will help you two in the field. I love you."

The video ends.

Ben and Gwen were speechless as they had no words.

Before the video started again,

"Sorry, I forgot. To access my things you'll need my Plumbers badge. There's a safe in my closet. Ben, Gwen you two are the only ones who can open it as I've placed a specific scanner that'll one work with your DNA and thumbprint. Good luck, you're gonna need it."

Ben and Gwen chuckled as they wiped their tears.

"Zeke always was forgetful. There were times he would've forgotten his own head if it wasn't attached." Said Ben.

"You ready?" Said Gwen as she stood up.

Ben breathed before nodding.

Ben looks down the hallway to Zeke's old room and gulps.

"Ben, you okay?" Said Gwen.

"My feet don't want to move." Said Ben

Gwen nudges his him along as they stand in front of Zeke's room.

"I haven't been in this room for years. Only mom and dad would ever go in to clean." Said Ben.

"They never cleared it out?" Said Gwen.

"They wanted to leave it for guests who come over and as something to remember him, gulp, here we go." Said Ben as he slowly turned the knob and opens the door,

Everything in there looked the same as Zeke always had a somewhat obsession for Toku memorabilia, all the Kamen rider, Sentai, etc.

On the floor was a rug that had the main kamen riders starting from Ichigo and going past, it was like a circle with the Showa riders in one part, the Heisei in the other and the other riders.

He had action figures all over. His whole room was decorated with the stuff, Ultraman characters were on the walls as posters and everything.

"Hey I remember this one." Said Gwen as she picked up a small alien looking guy that was red and white from Zeke's dresser

"Yeah, Evolto right? I remember when I accidentally broke it, man he was so mad." Said Ben as the two chuckled.

"Yeah but he calmed down, man he was smart. Who else could fix a toy so easily and make it seem like it never broke?" Said Gwen.

"Yeah." Said Ben looking at a picture of the three as the Ben and Gwen were 5 years old and the trio were making funny faces as Zeke gave them bunny ears.

"Well let's get his badge." Said Gwen putting the toy back.

The two go to his closet and open it up.

They looked through the stuff and found a container shaped like a suitcase.

By the latches were two scanners made for fingerprints.

The two looked at each other and nodded before placing their thumbs on the scanners.

The case beeps before the locks unlocked and Ben picked up Zeke's badge.

"Hmm, I wonder if this thing is any different from ours." Said Ben.

"Maybe Kevin can take a look in the morning, I'm tired and it's getting late. I gotta get home before my parents start to worry." Said Gwen.

"Alright, see ya." Said Ben as she left.

Ben put the case back as he held his brothers badge and entered his own room.

Ben placed the badge on his dresser before going to sleep.

If Ben was awake he would've seen a flash come from behind the door to Zeke's room showing it was Z as he opened the closet to see the empty case.

He looks at the Evolto figure and adjusts its placement.

"Everything is progressing just as planned." Said Z before he left.

**What does Z mean? Will we ever find out who he truly is? Tune in next time for more!**


	3. Simple

**Sorry for the long wait, people. School has been rough and I have had a horrible case of writer's block**

In the morning we find Kevin working on his car and Gwen was with him.

Ben approached them holding Zeke's badge and Ship was with him as A) he needed him and B) Julie went away for a tennis match and wanted Ben to watch him.

The little galvanic mechamorph kept trying to get the badge as he thinks it's a toy for him.

"Hey Ben." Said Gwen.

"Ben? Ow!" Said Kevin as he went to look up as he was under his car and hit his head.

"Hey Kevin, you know a thing or two about Plumbers badges. This is my older brothers, he had a high place in the Plumbers so I was wondering if you could figure out what benefits came with it. And try to get it because Ship thinks it's a toy and wants it bad." Said Ben as Kevin rolled out from under his car as Ben tossed the badge to him.

"See Julie lent you Ship." Said Gwen as she drank her Mr. Smoothie.

"Yeah she has a tennis match out of state, she didn't want to leave him home alone." Said Ben.

"Would you get? This isn't a toy!" Said Kevin as Ship is really trying to jump and get the badge.

"Here Ship, want your ball?" Said Ben as he pulled a red ball from his pocket.

This instantly got Ship's attention as he looks at it and keeps his optic to it as Ben moves it before throwing it and chasing it.

"Thank you, now let's take a look at this." Said Kevin.

Ben was busy keeping Ship busy as he kept throwing the ball to give the little green and black blob dog something to do.

Ship had just brought the ball back as Ben picked it up,

"Wow!"

Kevin's shout spooked Ship as the galvanic mechamorph dog yelped and leapt up onto the ceiling.

"Thanks for scaring the crap out of us, Kevin." Said Ben catching Ship.

"Did you find anything out?" Asked Gwen.

"Boy did I!" Said Kevin.

"To keep it short basically this practically a 'do whatever you want and getaway with it' badge. Unlimited access to normally restricted areas only certain individuals could have access, this grants permission to go anywhere even if it is in a place where a normal plumber cannot go to, it even has a built in scanner that can show what your target is, what they've done, and if they're guilty or not! It's like a courtroom you can carry in your pocket, among other things! It's like a free pass to do anything and go anywhere!" Said Kevin.

"Maybe because Zeke was the leader of the Plumbers suicide squad, he said it was second only to Magistrata." Said Gwen.

"Damn." Kevin said impressed

"Anyways, Ben what did you want?" Said Gwen

"That needed to send us 50 messages to us for." Said Kevin,

"I need you two for a mission, it's off world." Said Ben.

"I got tae kwan do practice tonight, Ben, sorry." Said Gwen.

"Kevin?"

"Yeah... no." Said Kevin.

"Seriously?"

"We don't mind helping, but we have lives you know." Said Gwen

"Well maybe you can say no to me, but you can't say no to this." Said Ben as he held a recording disk, a device that one would use to leave messages for people, the same that their grandfather used to leave for him in places.

He turns it on and a small child with short black hair and eyes with blue skin and a small almost ragged blue dress.

"It was teleported to my room this morning." Said Ben.

"Dear Mr. Ben 10, my name is Probity, my mom and dad told me all about how you saved the universe from the Highbreed." The girl said.

"So you get fan mail, what's the big..."

"Shh." Said Ben.

"I hate war. Do you hate war to? Because if you do, I wanted to know if you would come here and stop everybody from fighting. Anyway, even if you can't I...

The message began shaking as the image looked like it was being cut out and replaced.

"What's wrong?" Said Gwen.

"I don't know didn't happen this morning." Said Ben.

The image of the girl was replaced with Z!

"Bonjour, Ben Tennyson, I'm sending you this message to ask that you, don't come here. I am currently doing business on this planet and I cannot have you here ruining it. So, don't come here." Said Z as the hologram turned back into the little girl before turning off.

"Okay, now we really have a reason to go there now." Said Ben.

Next we see Ship in Ship form as Kevin Ben and Gwen rode in.

"Can't believe we're doing this, I mean everybody hates war but nobody does anything about it." Said Kevin.

"Well maybe because there's never been anybody like me before," said Ben.

"Oh right, the great Ben 10's going to solve everything in one weekend." Said Kevin.

"It's a three day weekend." Said Ben.

"I like that Ben cares enough to come out all this way to help," said Gwen

"You know, you could use a little bit of that yourself, Kevin." Said Gwen.

"War's like eating or sleeping Gwen. It's part of human nature." Said Kevin.

"That's where you're wrong." Said Ben

"Oh really? How many wars has Earth been through? I think I know more about human nature than you." Said Kevin,

"Uhh... but that's human nature these are aliens, so Nyah!" Said Ben as Kevin caught him off guard with that question so he just said that and stuck out his tongue,

"Really Ben? And he does have a point." Said Gwen.

"Oh just shut up." Said Ben as he crossed his arms.

"We're approaching the planet." Said Gwen.

"Uh... is that a big dotted line across that planet?" Said Ben.

"Yep." Said Kevin as the dotted line was being made across the planet

"Ship down." Said Ben.

"Ship... Ship... Ship",

Ship flew down to the planet and they saw a machine dropping the tower like objects

"Well now we know where the fence came from, but..." said Gwen before Ship began getting shot at by blue aliens using blue cannons

Ship dodged as blue explosions were around him.

"They must think we're the enemy, duh!" Said Ben as he hit his head.

"The fence is a borderline between them, and because we crossed it they think we're the enemy!"

"You're actually thinking?" Said Kevin as Gwen hit him.

"Ow, what?"

"Well lately knuckle sandwiches haven't exactly gotten me far." Said Ben

"Ship!"

"No, ship, don't shoot back otherwise they'll really think we're the enemy!" Said Ben.

"You understood that?" Said Gwen,

"Hey, I've been around him for so long I think I'm starting to." Said Ben

"Well, I vote we go home, Gwen can still make karate practice and as a bonus I don't get shot at." Said Kevin.

"But we'd be throwing away a little girl's dream on bringing peace to her home." Said Ben.

"Life is filled with disappointments."

"Look, you may want to chicken out because you don't care but I do! We stay!" Said Ben

"Chicken out? Hey I don't chicken out of anything!" Said Kevin

Suddenly red explosions began going around them,

Ben unbuckled from his chair.

"What are you doing ?" Said Gwen, looking back

"Giving them something else to shoot at so you can land. Ship, door." Said Ben as Ship made a door for Ben who dialed in a alien and jumped out transforming into Jetray.

**"Jetray!"**

Jetray flew through the explosions and to the soldiers, who wore what looked like gas masks.

"Hold it, hold it! Have any of you ever heard of..." said Jetray landing on a tank and changing back to Ben.

"Ben 10?"

The soldiers look at each other and mumble.

"That's right, Ben 10, and I've come a long way to tell you that war is wrong."

The soldiers mumble again.

"See war accomplishes nothing, the only thing that comes from war is pain and sorrow and -"

Ben was interrupted as someone was walking through the soldiers.

Ben held in his laughter as the general looked something like a little red Napoleon.

"Get him!" The general said pointing at Ben

The soldiers look back at Ben and point their guns,

"Hey, uh, okay Omnitrix give me someone who's at least bulletproof!" Said Ben as he rushed picking an alien

Ben's selected alien was black and yellow with two toed feet and crab claws for hands and surrounding the floating metal, green eyed head that had a white aura around it was shoulders that looked similar to the hands. **(I still suck at descriptions)**

**"Lodestar!** Come on, Omnitrix, this isn't exactly the moment to bust out a new guy." Said Lodestar as he spoke but his mouth didn't move

The soldiers opened fire on Lodestar

"Ow, ow, ow ow ow, ow, quit it!"

Lodestar throws his arm forward as some kind of wave goes and the soldiers weapons began flying at him almost burying him.

"Ow, ow, ow! Hey I'm a magnet!" Said Lodestar as he raised a hand and sent the weapons flying off of him.

"Now. As I was saying..."

Outside the crowd of red soldiers Ship landed and let Kevin and Gwen out and changed back and climbed onto Gwen's shoulder.

"And you have to sit down and talk with them. They probably don't want this war anymore than you do, after all you are the same species, even if you're a different color... I am so sorry if that offended you." Said Lodestar thinking what he just said was racist.

"That a new one?" Said Gwen looking at Lodestar.

"Who keeps track?" Said Kevin

Gwen goes to Ben as does Kevin but he steps on something and picks it up, and whistles impressed.

"A regenerating power pack, nice."

He looks over and sees a crate filled with the weapons the red guys used and runs to it and grabs one but someone else does to.

It was Argit!

"Hey, finders keepers find your own - oh, hey Kevin, longtime no see, you look different, did you cut your hair?" Said Argit.

"No."

"I was just going to call you, I'll get that money I owe you soon, just as soon as I pay back another guy," said Argit

"Uh huh. What are you doing here Argit?" Said Kevin,

"Nothing." He squeaked

Kevin leans in his face.

"Argit, what's the scam?" Kevin said

"Oh alright, I was gonna cut you in, honest, just as long as the boss gave the okay! Look these guys leave their weapons just lying all over the place so I pick them up, paint them blue and sell them to the other guys. Low overhead, big profit but I do have a little help getting more though, that's the boss I was talking about." Said Argit,

Kevin smirks which Argit notices.

"What?"

"Your overhead just went up, come on." Said Kevin as he and Argit walk away.

Towards the group,

Lodestar changes back as Ben sits.

"Of course I want to hear your side." Said Ben,

"Good, because you got us all wrong, they attacked us! We are just defending ourselves!" Said the red general.

Ben raised a eyebrow just as two blue missiles explode in the air.

The blues are firing through the divider.

"See!" Said the General as he took cover

Ben activated the Omnitrix again

**"Spidermonkey!"**

The arachnichimp leapt onto the divider and jumped off shooting webs, webbing some of the blue soldiers faces and began jumping on them and running on them.

"It's one of those alien spider monkeys, you know what to do!" Said the blue General who looked just like the red one but well blue,

Spidermonkey leapt onto the pole as the soldiers ran away.

"Are you the one in charge?" Said Spidermonkey

"I am."

"Good, we need to talk."

"My boy, I am a man of action, not talk."

"And look where it's gotten you," said Spidermonkey as he dropped to the ground as the General backs up,

"Indeed."

Suddenly a object was shot into the air landing in front of the Arachnichimp making green smoke as Spidermonkey walked out coughing before falling to his hands and knees looking up at the General, glaring,

"Look what it's gotten me." Said the General as he laughed

Meanwhile in the center divider we see Argit bringing Kevin inside,

"Alright, let's get to work," said Kevin,

"Uh... about that." Said Argit.

"Kevin, my old friend."

Kevin stiffened as from the shadows out came Z.

"He's the boss I was talking about," said Argit,

"You!" Said Kevin making a arm blade as Z held his up,

"Whoa there! I didn't come to fight, I'm just a guy looking to make some money from some blue people looking for a warrior, and help an old friend. Say, tell you what, join in the fun and I'll cut you a break. After all, you owe me some money as well, a big bunch compared to Argit here. But let's not talk about that, wanna join in a scam with some old friends and make some mullah?" Said Z.

Kevin pondered for a while before turning his arms back.

"Where do we start?" Said Kevin.

"Alright, this'll be just like the old days! Like at Zixxeron 3." Said Z.

"You and I remember that very differently." Said Kevin.

Later we see Argit with a apron on spray painting the red guns blue.

"Hurry up, Argit." Said Kevin as he watched,

"Hey, I'm going as fast as I can. Man, Z never tried rushing me." Said Argit as he finishes one and blew on it,

Then there was a knocking at a door as Argit grabbed some of the dry guns and went to the door opening it to see Blue soldiers

"Here you go, gentlemen! The finest blasters money can buy. Death to the reds." Said Argit as a soldier handed him shiny colored gems.

Then he walked over and put them in a chest,

"Would've thought you'd try sneaking some." Said Kevin,

"Hey have you met Z? The guy literally counts every cent to make sure he isn't cheated. Do you know what he would do to me?" Said Argit as he shivered

The other door is knocked on as Kevin hands him the red guns and Argit opens the door for the red soldiers,

"Here you go, my friends." Said Argit handing them the blasters and getting golden stones

"Much appreciated, death to the blues." Said Argit closing the door and adding the stones to the chest.

The door is knocked on again for the blue side.

"Z said he wasn't going to be back for a while. I ain't expecting anybody else." Said Argit,

Kevin walked to the door and changed his right arm into a hammer.

He opens the door to find Gwen.

Kevin groans as he changed his arm back,

"Nice little racket you got going on here." She said.

"Look I can explain." Said Kevin as he didn't want her to know about Z.

"You're making money off of others misery?"

"Okay I don't need to explain." Said Kevin

"I thought you were here to help Ben."

"Gwen, when has Ben ever gotten himself into trouble he can't get himself out of?" Said Kevin

With Ben

Spidermonkey was restrained and placed on a stand and his restraints were connected to hooks.

"Look, I am not your enemy! I believe in peace!"

The General approached with a rag,

"Let me tell you what your real enemy is, it's war -"

Spidermonkey was muffled as the blue General wrapped the rag around his mouth.

Then he stepped back.

The soldiers parted as Spidermonkey's eyes bulged as Z walks up with a smirk.

"Well, well, well, Ben Tennyson, small universe." Said Z

"Ready!"

Z shrugs as he holds a golden mana sphere

"Aim!"

"Wait!"

"Thank god, I was about to cramp up." Said Z as he made the sphere disappear and roll his arm popping joints as the little girl from the message, Probity walked up,

"That's Ben 10, I'm sure of it!" She said.

The soldiers mumble as Spidermonkey nods his head

"She doesn't know what she's talking about, fire!" Said the General.

The soldiers raised their weapons just as a pink shield appeared before Spidermonkey

"Ah, Gwenny is here to." Said Z.

"Get yourself, free, I can't hold on much longer." Said Gwen.

Probity and her pet that seemed to look a lot like Stitch ran up to untie Spidermonkey's restraints until Z cut them off as Spidermonkey pressed the Omnitrix and changed back.

Ben's rag that was covering mouth dropped to his neck.

The soldiers mumble as they see him.

"Told you." Said Probity

"Yeah you did, shorty," said Z patting her head.

Ben blinked in confusion

"What? I got a soft spot for kids."

Ben takes off the rag.

"You really are him. So what do we do now?" Said the General,

Probity raised her arm.

"I know, let's eat." She said with a smile,

"I second that, kid." Said Z.

We see them now in a cafeteria with chandeliers over them,

Ben watches as Z shares his food with Probity and her pet, with a smile,

"How much are you paying him?" Said Ben.

"Who the golden one? Nothing, he's working for us for free," said the blue General.

"What?!"

"That's exactly what I said! Told us that right after he flipped some kind of coin."

"Man just when I think I figure him out." Said Ben.

He looks as a pink mechamorph like Ship slid onto Z's shoulder,

"He even has his own version of Ship?"

"You mean Rocket."'said the General.

Ben looked at Z who seemed to be glaring at the soldiers who ate glorious and big food showing they had sharp teeth

"Do you always eat like this?" Asked Ben.

"We have to keep our strength up," the General said,

"Bet she doesn't get to eat like this, everyday." Said Ben looking at Probity who gave a bone to her pet

"Unfortunately, our citizens must sacrifice for the war effort."

"But if there wasn't a war, she could eat better, maybe even go to school."

"Ben 10, I hate war to. But our neighbors keep attacking us so we must defend ourselves."

"That sounds familiar."

"What was that?" Said the General,

"Uh, I said if you both were just defending yourselves, there doesn't have to be a war." Said Ben.

The soldiers stopped eating and looked at him as did Probity.

Z looked as well, but the look on his face said a different story

Later we see the ships that made the dividers picking them back up,

Ben was walking down a corridor

"It's not going to work."

He turns and sees Z leaning against a wall

"Why not?"

"There's something up with those generals, I don't trust them."

Ben looks at him.

"Just watch, the moment you try to do something, they'll just have this war started up again." Said Z.

"Look, I appreciate that you're not evil enough to use this war to make a profit but if I don't do something, who will? My brother used to say that." Said Ben.

"I know, I met him remember?"

"One day you are going to tell me your connection with him." Said Ben,

"You'd have to beat it out of me first, but that's a fight for another day. Come find me when this all goes south." Said Z walking through a door

And Z was right, the talks didn't go right at all.

The generals did nothing but argue back and forth and then things got back to war when Ben tried to shake with his right hand when blues shake with the left, something that was conveniently not told to him.

Z looked at the tanks as they fire at each other as Ben and Gwen approached

"Told you." Said Z not even turning around.

"Yeah, alright so you were right. How was I supposed to know which arm they shake with?" Said Ben.

"Exactly don't you find that a bit suspicious that they didn't tell you that? I imagine the same response was going to happen if you used your left hand." Said Z.

"You think those generals set Ben up for a lose-lose situation?" Said Gwen.

"Wouldn't put it past them." Said Z.

"So what do we do now?" Said Gwen

"I say we force them together. Keep them until they make peace with each other." Said Ben.

"That's actually not a bad idea." Said Z.

"Well he agrees with it, so it's got that going against it." Said Gwen

With the red General we see him talking to some soldiers before his door is knocked down by Swampfire.

"Knock, knock. This war is ending now!" Said Swampfire.

He knocks aside two of the soldiers as one aims at him as he grabs the General.

"Are you feeling lucky?" Said Swampfire

The soldier shakes before fainting.

Swampfire walks away and later we see him enter a cave,

Then Z walked in but in the form of a Vulpimancer with golden yellow fur and had his Omnitrix around his neck like a collar.

"What took you so long?" He asked Swampfire who dropped the General in shock.

"Since when can Wildmutts talk?"

"I told you I trained my aliens, not just in strength but intelligence as well, I just changed one day and figured out I could talk. And it's not Wildmutt, it's Smellhound." Said the Vulpimancer

"Come on, stop making better alien names than me. Lodestar?" Said Swampfire,

"Metraction."

"Dang it!" Said Swampfire

"What's going on here?!" Said the red General.

"No one is leaving this cave until you work out a peace treaty." Said Swampfire

"Impossible!" Said the red General as he crosses his arms.

"That's what I told him!" Said the blue General as he pointed at Smellhound.

Swampfire throws a fireball at their feet sending them running into the cave.

Z presses the Ultratrix and looks at the battle as he changes back.

"Are you sure this is going to work?" Said Ben as he changed back.

"Probably not but I have my own backup plan just in case."

Z grunts as he watches the explosions,

"I guess you're not completely evil." Said Ben.

"Evil is a matter of perspective. Light, dark there's a little bit of it in all of us, the trick is to find the balance." Said Z.

"Why are you so fixated with me?"

"Well I might as well tell you a bit. It's because your brother told me to."

"What?"

"He wanted me to help you reach your full potential but after a year I stopped caring and just forgot about it."

Ben growls at him,

"Hey hey." Said Z

"Did Vilgax hire you to kill him?!"

"So you found that secret video. No, I wasn't but I was there. You're not ready." Said Z.

"What do you mean? What am I not ready for?!"

"Inside you is a power greater than that watch can give you, the day you discover that power and truly understand it and the power of the Omnitrix will be the day you are ready." Said Z before walking off.

"God that guy is so confusing!"

The generals walk out of the cave.

"Oh what now?" Said Ben,

"Uh... we were just wondering, when is lunch?" Said the red General

The generals walk out of the cave.

"Oh what now?" Said Ben,

"Uh... we were just wondering, when is lunch?" Said the blue General

"Are you - There isn't going to be any lunch or dinner until you two come up with a peace treaty!" Said Ben.

"You can't do that!" Said the red.

"Wanna bet?" Said Ben with a hand over the Omnitrix

"N-n-now come now, Ben 10, violence never solves anything." Said the red.

The blue nods in agreement

"Did you even hear what you just said?!"

"He means random violence. War is orderly violence." Said the blue,

"WHAT!? Grr, what the hell is the difference?!" Said Ben

"We need war." Said blue.

"He's right, war gives the people something to blame their problems on." Said Red.

Ben's eyebrow twitches as he listens to them.

"If there was no war they'd have us to blame for everything. And we like eating like kings." Said Red.

"Have you been using this war to get all the good food for yourselves?" Said Ben in a low tone.

"W-w-well not exactly. We just don't want the people blaming us for all their problems. Can we go now?" Said blue.

"Get. Back. In. There. **NOW!**" Said Ben as the generals screamed and ran back into the cave

Later at night we see Z standing in a tree as Ben ran to him,

"They escaped, they took my flashlight and almost killed me by flashing my eyes." Said Ben.

"This nonsense ends, now." Said Z jumping down

In the morning we see the two generals by the Zanib statue, the person who once was the leader of the people of these people.

We hear them spewing more nonsense to their soldiers inside tanks.

"What a load of bull!"

From behind came Waybig.

"They're just using this war so you don't have to fix your real problems." Said Waybig

"Don't listen to him, charge!" Said blue.

Before the two factions could get forward a wall of fire appears between them.

A Pryonite that had a golden yellow body and silver flames flew down. Picture recolored omniverse version mixed with the Ben 10,000 version of Heatblast

"What do you call that one? I got Heatblast." Said Waybig.

"Supernova." Said the pyronite as he changed back into Z.

"Nice, but where did you go?" Said Waybig.

"Finding some people who can deal with these two." Said Z.

From behind the statue out came two females, one was red and the other was blue.

"Muriel?! I-I-I I mean who is this blue you brought?" Said the Red General.

"Karen?! Uh... I mean why's this red here?" Said the blue General.

"Oh shut up, Eustace! What's this nonsense about a war?!" Said the blue woman as she looked at the red General.

"What she said, Maurice! We leave for a vacation for 3 weeks and everything goes to hell!" Said the red woman looking at the blue General.

"They know each other?" Said Waybig.

"Know each - those are their wives." Said Z

"Wives?!" Said Waybig,

"He's married to a blue?" Said a red soldier,

"He's married to a red?" Said a blue soldier.

"Now what is going on here?" Said Muriel.

Z throws a disk to the ground as everyone sees the talk the generals had with Ben

"Now I'm sorry, but uh what did you say? You liked eating like kings?" Said Z.

"And that you didn't want them to blame you?" Said Waybig.

The two generals chuckle nervously as their wives grab their purses.

"Why you little - I'm gonna beat your - come here!" Said the wives as the generals began running away and screaming as not only was their wives chasing them but their own soldiers.

Later we see the generals still running from their wives as Z unrolls a picture

It was a picture of Zabin and he wasn't red or blue, he was purple!

"Now you see, that your leader wasn't blue or red but purple. Because only together can you all thrive and make your world better." Said Ben.

The people all cheered for them as they began making themselves purple.

Z has Probity on his shoulder as she laughs.

Kevin with a smirk walks up with the chest but Z takes it.

"Argit you're debt to me is paid. Ever need me, just call as I owe you a few favors. But don't think this even accounts for part of what you owe me, Levin." Said Z,

"Aw man," said Kevin.

"Alright, I'm out!" Said Argit walking away.

"What are you gonna do with all that?" Said Ben.

Z hums as he pulls out a coin and flips it and shows it landing on tails

"Alright, then. It's decided, here you go kid." Said Z as he put the chest and Probity down.

He kicks the chest to show all the jewels and other treasures inside.

"Thank you!" Said Probity as she hugged his leg and went to the treasure.

"All that to just give to a kid?" Said Kevin.

"Got a problem with it?"

"Uh... no."

"Didn't think so."

Z whistles as his mechamorph Rocket flies down. Picture Ship's spaceship form but slightly bigger.

"Rocket!"

"Till next time, Ben 10." Said Z as he jumped up into the mechamorph ship as it flew away.

"I didn't even get a cent." Said Kevin.

"Oh quit whining." Said Gwen.

"That guy is impossible to figure out, I can't even trust anything he says." Said Ben.

"Just who is this Z?" Said Gwen.

"Well let's go home," said Ben as Ship flies down and they walk into it.

Probity and the others waved as they went away

"Man, no matter what side Z is on he gives me the creeps." Said Kevin.

"Well I just hope the next time we see him he's on our side." Said Ben.

**Well there's that chapter, later!**


End file.
